Greenlight Capital Re, Ltd 10-Q for FY2026 Q1
Greenlight Capital Re, Ltd. (GLRE)
10-Q
2026-05-05
For: 2026-03-31
View Original
Added on
May 05, 2026
About this 10-Q
Greenlight Capital Re, Ltd filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $189.66M
- down 11.1% from $213.3M a year earlier
- Net income
- $35.75M
- up 20.7% from net income of $29.63M a year earlier
- Diluted EPS
- $1.05
- up 22.1% from $0.86 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-Q
__________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to | |||||
Commission file number 001-33493
____________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________
| N/A | |||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | ||||
| Grand Cayman | |||||
| (Address of principal executive offices) | (Zip code) | ||||
(205 ) 291-3440
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No ☒
At April 30, 2026, there were 33,166,448 ordinary shares outstanding, $0.10 par value per share, of the registrant.
GREENLIGHT CAPITAL RE, LTD.
TABLE OF CONTENTS
| Page | ||||||||
| Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | ||||||||
| Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2026 and 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) | ||||||||
| Notes to the Condensed Consolidated Financial Statements (unaudited) | ||||||||
2
PART I — FINANCIAL INFORMATION
NOTE OF FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (herein referred as “Form 10-Q”) of Greenlight Capital Re, Ltd. (“Greenlight Capital Re,” “Company,” “us,” “we,” or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included in this report, including statements regarding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States (“U.S.”) federal securities laws established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, are inherently uncertain and beyond management’s control.
Forward-looking statements contained in this Form 10-Q may include, but are not limited to, information regarding our estimates for net loss and loss adjustment expenses incurred, including catastrophes and weather-related losses (herein referred as “CAT losses”), measurements of potential losses in the fair market value of our investments, our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives, our expectations regarding pricing, and other market and economic conditions including inflation, our growth prospects, and valuations of the potential impact of movements in interest rates, equity securities’ prices, and foreign currency exchange rates.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual events or results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to:
•any suspension or revocation of any of our licenses;
•losses from catastrophes and other major events;
•the loss of significant brokers; and
•those described under “Item 1A, Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 9, 2026 (“2025 Form 10-K”), as those risk factors may be updated from time to time in our periodic and other filings with the SEC, which is accessible on the SEC’s website at www.sec.gov.
We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made.
We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding underwriting or investment events that we do not believe, based on management’s estimates and current information, will have a material adverse impact on our operations or financial position.
3
ITEM 1. FINANCIAL STATEMENTS
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026 (unaudited) and December 31, 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Investments | |||||||||||
| Investment in related party investment fund, at fair value | $ | $ | |||||||||
| Fixed maturity investments, at fair value | |||||||||||
| Other investments | |||||||||||
| Total investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash and cash equivalents | |||||||||||
| Reinsurance balances receivable | |||||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | |||||||||||
| Deferred acquisition costs | |||||||||||
| Unearned premiums ceded | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Loss and loss adjustment expense reserves | $ | $ | |||||||||
| Unearned premium reserves | |||||||||||
| Reinsurance balances payable | |||||||||||
| Funds withheld | |||||||||||
| Other liabilities | |||||||||||
| Debt | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 16) | |||||||||||
| Shareholders' equity | |||||||||||
Preferred share capital (par value $ | |||||||||||
Ordinary share capital (par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gross premiums written | $ | $ | |||||||||||||||||||||
| Gross premiums ceded | ( | ( | |||||||||||||||||||||
| Net premiums written | |||||||||||||||||||||||
| Change in net unearned premium reserves | ( | ( | |||||||||||||||||||||
| Net premiums earned | |||||||||||||||||||||||
| Income from investment in related party investment fund (see Note 3) | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Foreign exchange gains (losses) | ( | ||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Net loss and loss adjustment expenses incurred | |||||||||||||||||||||||
| Acquisition costs | |||||||||||||||||||||||
| Underwriting expenses | |||||||||||||||||||||||
| Corporate and other expenses | |||||||||||||||||||||||
| Deposit interest expense | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income before income tax | |||||||||||||||||||||||
| Income tax expense | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Earnings per share ("EPS"): | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
| Weighted average number of ordinary shares used in the determination of EPS: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
5
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars)
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Ordinary share capital | |||||||||||||||||||||||
| Balance - beginning of period | $ | $ | |||||||||||||||||||||
| Issued (forfeited) shares, net | ( | ||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ||||||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Balance - beginning of period | |||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ||||||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Balance - beginning of period | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Total shareholders' equity | $ | $ | |||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
6
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars)
| Three months ended March 31 | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income or loss to net cash provided by operating activities: | |||||||||||
| Income from investments in related party investment fund | ( | ( | |||||||||
| Net realized and unrealized losses (gains) on investments | ( | ||||||||||
| Net realized and unrealized losses (gains) on derivatives | |||||||||||
| Share-based compensation expense | |||||||||||
| Accretion of debt offering costs, net of change in interest accruals | |||||||||||
| Net change in: | |||||||||||
| Reinsurance balances receivable | ( | ( | |||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | ( | ( | |||||||||
| Deferred acquisition costs | ( | ( | |||||||||
| Unearned premiums ceded | ( | ( | |||||||||
| Loss and loss adjustment expense reserves | ( | ||||||||||
| Unearned premium reserves | |||||||||||
| Reinsurance balances payable | ( | ||||||||||
| Funds withheld | ( | ||||||||||
| Other items, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Proceeds from redemptions of investment in Solasglas | |||||||||||
| Contributions to investment in Solasglas | ( | ( | |||||||||
| Proceeds from sales of fixed maturity investments | |||||||||||
| Proceeds from redemptions and maturities of fixed maturity investments | |||||||||||
| Purchases of fixed maturity investments | ( | ||||||||||
| Purchases of other investments | ( | ||||||||||
| Proceeds from sale of other investments | |||||||||||
| Purchases of other assets | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings from debt facility | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Repurchase of ordinary shares | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | |||||||||||
| Decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplementary information: | |||||||||||
| Interest paid in cash | $ | $ | |||||||||
Income tax paid (refund received) in cash | $ | $ | ( | ||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
7
GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2026
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” or “Parent” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICIES
There were no material changes to the Company’s significant accounting policies subsequent to its 2025 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including employee compensation, and depreciation / amortization) in commonly presented expense captions in the condensed consolidated income statements. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted. As this ASU relates solely to financial statement disclosure, its adoption will not impact the Company's results of operations, financial condition, or liquidity.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At March 31, 2026, GLRE’s share of Partners’ capital in Solasglas was $515.2 million (December 31, 2025: $504.6 million), representing 80.1 % (December 31, 2025: 81.4 %) of Solasglas’ total capital. DME Advisors II, LLC held the remaining 19.9 % (December 31, 2025: 18.6 %) of Solasglas’ total capital.
The Company’s share of Solasglas’ income from operations for the three months ended March 31, 2026 was $33.7
8
million (three months ended March 31, 2025: $32.2 million), as shown in the caption “Income from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Investments, at fair value | $ | $ | |||||||||
| Derivative contracts, at fair value | |||||||||||
| Due from brokers | |||||||||||
| Interest and dividends receivable | |||||||||||
| Total assets | |||||||||||
| Liabilities | |||||||||||
| Investments sold short, at fair value | ( | ( | |||||||||
| Derivative contracts, at fair value | ( | ( | |||||||||
| Capital withdrawals payable | ( | ( | |||||||||
| Interest and dividends payable | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Total liabilities | ( | ( | |||||||||
| Partners' capital | $ | $ | |||||||||
| GLRE’s share of Partners' capital | $ | $ | |||||||||
9
Summarized Statements of Operations of Solasglas Investments, LP
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Dividend income (net of withholding taxes) | $ | $ | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total Investment income | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Management fee | ( | ( | |||||||||||||||||||||
| Interest | ( | ( | |||||||||||||||||||||
| Dividends | ( | ( | |||||||||||||||||||||
| Research and operating | ( | ( | |||||||||||||||||||||
| Total expenses | ( | ( | |||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Realized and change in unrealized gains (losses) | |||||||||||||||||||||||
| Net realized gain | |||||||||||||||||||||||
| Net change in unrealized appreciation (depreciation) | ( | ||||||||||||||||||||||
| Net gain on investment transactions | |||||||||||||||||||||||
Net increase in Partners' capital (1) | $ | $ | |||||||||||||||||||||
| GLRE’s share of the increase in Partners' capital | $ | $ | |||||||||||||||||||||
(1) The net increase in Partners’ capital is net of management fees and performance allocation presented below:
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Management fees | $ | $ | |||||||||||||||||||||
| Performance allocation | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
See Note 14 for further details on management fees and performance allocation.
10
4. FIXED MATURITY INVESTMENTS
For certain regulatory trust accounts used as collateral for reinsurance clients, the funds are invested in fixed maturity securities. Accordingly, these investments are restricted for reinsurance clients.
The following table summarizes the fair value of fixed maturity investments:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||
| Fixed maturity securities: | |||||||||||||||||
| U.S. government and agencies | $ | $ | |||||||||||||||
| Agency residential mortgage-backed securities ("RMBS") | |||||||||||||||||
| Corporate bonds | |||||||||||||||||
| Asset-back securities ("ABS") | |||||||||||||||||
| Non-agency RMBS | |||||||||||||||||
| Municipal bonds | |||||||||||||||||
| Total fixed maturity securities | |||||||||||||||||
Liquidity funds | |||||||||||||||||
| Total fixed maturity investments, at fair value | $ | $ | |||||||||||||||
The following table summarizes the net realized and unrealized gains (losses) for the fixed maturity investments:
| Three months ended March 31 | |||||||||||||||||||||||
| Three months ended March 31 | 2026 | 2025 | |||||||||||||||||||||
| Net realized gains (losses) | |||||||||||||||||||||||
| Change in net unrealized gains (losses) | ( | ||||||||||||||||||||||
| Net realized and unrealized gains (losses) for fixed maturity investments | $ | ( | $ | ||||||||||||||||||||
5. OTHER INVESTMENTS
Portfolio
At March 31, 2026, the breakdown of the Company’s other investments was as follows:
| At March 31, 2026 | Cost | Unrealized gains | Unrealized losses | Accrued interest | Fair value / carrying value | |||||||||||||||||||||||||||
| Private equity securities | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Private debt securities | ||||||||||||||||||||||||||||||||
| Total other investments | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
At December 31, 2025, the breakdown of the Company’s other investments was as follows:
| At December 31, 2025 | Cost | Unrealized gains | Unrealized losses | Accrued interest | Fair value / carrying value | |||||||||||||||||||||||||||
| Private equity securities | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Private debt securities | ( | |||||||||||||||||||||||||||||||
| Total other investments | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
11
Private equities
Measurement alternative
During the three months ended March 31, 2026, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values. In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments.
Adjustments for observable price changes and impairments
The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Upward adjustments (1) | $ | $ | |||||||||||||||||||||
Downward adjustments and impairments(2) | $ | ( | $ | ( | |||||||||||||||||||
(1) The cumulative upward carrying value changes from inception to March 31, 2026, for outstanding holdings, totaled $60.0 million.
(2) The cumulative downward carrying value changes from inception to March 31, 2026, for outstanding holdings, totaled $28.4 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 14):
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Gross realized gains | $ | $ | |||||||||||||||||||||
| Gross realized losses | ( | ||||||||||||||||||||||
| Net realized gains (losses) | $ | ( | $ | ||||||||||||||||||||
| Change in unrealized gains | |||||||||||||||||||||||
| Net realized and unrealized gains (losses) on other investments | $ | $ | |||||||||||||||||||||
6. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Restricted cash and cash equivalents: | |||||||||||
| Cash securing trust accounts | $ | $ | |||||||||
| Cash securing letters of credit issued | |||||||||||
| Cash securing debt facility | |||||||||||
Other | |||||||||||
| Total restricted cash and cash equivalents | |||||||||||
| Cash and cash equivalents | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
12
7. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At March 31, 2026, the Company held $53.7 million (December 31, 2025: $53.3 million) of private equities measured at fair value on a nonrecurring basis. At March 31, 2026, the Company held $12.8 million (December 31, 2025: $9.6 million) of private equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and March 31, 2026, for the private equities measured at fair value on a nonrecurring basis:
| Less than 6 months | 6 to 12 months | Over 1 year | Total | ||||||||||||||||||||
| Fair values measured on a nonrecurring basis | $ | $ | $ | $ | |||||||||||||||||||
Assets measured at fair value on a recurring basis
Fixed maturity investments
The following table summarizes the fair value hierarchy for the Company’s fixed maturity portfolio.
| At March 31, 2026 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| U.S. government and government agencies | $ | $ | $ | $ | |||||||||||||||||||
| Agency RMBS | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| ABS | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Financial Instruments Disclosed, But Not Carried, at Fair Value
8. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Case reserves | $ | $ | |||||||||
| IBNR | |||||||||||
| Total | $ | $ | |||||||||
Reserve Roll-forward
The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:
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| Consolidated | Three months ended March 31 | ||||||||||
| 2026 | 2025 | ||||||||||
| Gross balance at January 1 | $ | $ | |||||||||
| Less: Losses recoverable | ( | ( | |||||||||
| Net balance at January 1 | |||||||||||
| Incurred losses related to: | |||||||||||
| Current year | |||||||||||
| Prior years | ( | ||||||||||
| Total incurred | |||||||||||
| Paid losses related to: | |||||||||||
| Current year | ( | ( | |||||||||
| Prior years | ( | ( | |||||||||
| Total paid | ( | ( | |||||||||
| Foreign exchange and translation adjustment | ( | ||||||||||
| Net balance at March 31 | |||||||||||
| Add: Losses recoverable (see Note 8) | |||||||||||
| Gross balance at March 31 | $ | $ | |||||||||
Estimates for Catastrophe Events
At March 31, 2026, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.
CAT events in 2026
During the three months ended March 31, 2026, the Company incurred CAT losses of $5.0 million relating to the Middle East conflict. There were no loss recoveries associated with this event.
CAT events in 2025
During the three months ended March 31, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires. There were no loss recoveries associated with this event.
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year reserve development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:
| Favorable (Adverse) | ||||||||||||||||||||||||||||||||
| Open Market | Innovations | Total Segments | Corporate | Total Consolidated | ||||||||||||||||||||||||||||
| Three months ended March 31, 2026 | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||
| Three months ended March 31, 2025 | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
Open Market Segment
The net favorable reserve development for the three months ended March 31, 2026 was composed of $5.8 million better than expected loss emergence predominantly on the multiline business (mostly FAL business for 2024 and 2025 accident years) and specialty business (mostly 2022-2024 accident years). This was partially offset by $3.0
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million of reserve strengthening predominantly on the casualty line (various accident years) due to current economic and social inflation trends.
The net adverse reserve development for the three months ended March 31, 2025 was composed of $23.2 million of reserve strengthening predominantly on the casualty line (various accident years) due to economic and social inflation trends. This was partially offset by $18.3 million of favorable reserve development on property (mostly 2024 accident year) and specialty lines (mostly 2022-2024 accident years) due to better than expected loss emergence.
Innovations Segment
The net adverse reserve development for the three months ended March 31, 2026 was composed of $0.6 million of reserve strengthening predominantly on the multiline business (Syndicate 3456 for 2023-2024 accident years) due to worse than expected loss emergence. This was partially offset by $0.3 million of favorable reserve development predominantly on the financial line.
The net favorable reserve development for the three months ended March 31, 2025 was due to better than expected loss emergence on multiline and specialty lines (2022-2023 underwriting years).
Corporate - Runoff Business
Corporate represents the Innovations related property runoff business. The favorable reserve development for the three months ended March 31, 2025 relate to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).
9. RETROCESSION
The following table provides a breakdown of ceded reinsurance:
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Gross ceded premiums | $ | $ | |||||||||||||||||||||
| Earned ceded premiums | $ | $ | |||||||||||||||||||||
| Loss and loss adjustment expenses ceded | $ | $ | |||||||||||||||||||||
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross | Net of Collateral(1) | Gross | Net of Collateral(1) | ||||||||||||||||||||
| A- or better by A.M. Best | $ | $ | $ | $ | |||||||||||||||||||
| Not rated | |||||||||||||||||||||||
| Total before provision | $ | $ | $ | $ | |||||||||||||||||||
| Provision for credit losses | ( | ( | |||||||||||||||||||||
| Total reinsurance recoverable, net | $ | $ | |||||||||||||||||||||
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At March 31, 2026, we had 2 reinsurers (December 31, 2025: 2) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $23.4 million (December 31, 2025: $20.7 million).
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10. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| March 31, 2026 | December 31, 2025 | ||||||||||
| Revolving credit facility | |||||||||||
| Less: deferred financing costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
Credit Facilities
At March 31, 2026, the Company had letters of credit (“LC”) facilities with the following financial institutions:
| Capacity | LCs issued | ||||||||||
For reinsurance contracts: | |||||||||||
| HSBC | $ | $ | |||||||||
| Citibank | |||||||||||
| CIBC | |||||||||||
| Total LCs in favor of cedants | $ | $ | |||||||||
For Lloyd’s syndicates capacity: | |||||||||||
| Citibank FAL | £ | £ | |||||||||
Except for the above Citibank FAL facility, the LC facilities are cash collateralized (see Note 6). The LC facilities are subject to various customary covenants. At March 31, 2026, the Company was in compliance with all LC facilities covenants.
11. SHARE CAPITAL
Ordinary Shares
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
The following table is a summary of changes in ordinary shares issued and outstanding:
| Three months ended March 31 | |||||||||||
| 2026 | 2025 | ||||||||||
Balance – beginning of period | |||||||||||
| Issue of shares for vested RSUs (see Note 12) | |||||||||||
| Forfeiture of restricted shares (see Note 12) | ( | ( | |||||||||
| Repurchase of ordinary shares | ( | ||||||||||
Balance – end of period | |||||||||||
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the three months ended March 31, 2026, the Company repurchased 298,701 ordinary shares for $5.0 million (2025: none ).
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Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10
12. SHARE-BASED COMPENSATION
Refer to Note 12 of the Company’s audited consolidated financial statements of its 2025 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
At March 31, 2026, 2,676,671 (December 31, 2025: 2,932,559 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the three months ended March 31, 2026 and 2025:
Performance RSs | Service RSs | ||||||||||||||||||||||
| Number of non-vested restricted shares | Weighted average grant date fair value | Number of non-vested restricted shares | Weighted average grant date fair value | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | |||||||||||||||||||||
For the three months ended March 31, 2026, the total fair value of Performance and Service RSs vested was $4.7 million (2025: $4.2 million).
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the three months ended March 31, 2026 and 2025:
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Performance RSUs | Service RSUs | ||||||||||||||||||||||
| Number of non-vested RSUs | Weighted average grant date fair value | Number of non-vested RSUs | Weighted average grant date fair value | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | |||||||||||||||||||||
For the awards granted during the three months ended March 31, 2026, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 0 % and 200 % of the awarded Performance RSUs, with a target of 100 %.
For the three months ended March 31, 2026, the total fair value of Performance and Service RSUs vested was $2.1 million (2025: $1.4 million).
Stock Compensation Expense
For the three months ended March 31, 2026, the Company recorded $2.4 million (2025: $1.3 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.
13. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three months ended March 31, 2026 and 2025:
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Numerator for EPS: | |||||||||||||||||||||||
| Net income - basic | $ | $ | |||||||||||||||||||||
| Net income - diluted | $ | $ | |||||||||||||||||||||
| Denominator for EPS: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive employee and director share-based awards | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
| Anti-dilutive stock options outstanding | |||||||||||||||||||||||
| EPS: | |||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||
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14. NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Interest and dividend income, net of withholding taxes and other expenses | $ | $ | |||||||||||||||||||||
| Investment income from Lloyd's syndicates | |||||||||||||||||||||||
Net realized and unrealized gains (losses) on fixed maturities (see Note 4) | ( | ||||||||||||||||||||||
| Net realized and unrealized gains (losses) on other investments (see Note 5) | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Share of Solasglas' net income (see Note 3) | |||||||||||||||||||||||
| Total investment income | $ | $ | |||||||||||||||||||||
15. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
For the three months ended March 31, 2026, there has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2025 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the three months ended March 31, 2026 and 2025.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At March 31, 2026, Solasglas, along with certain affiliates of DME Advisors, collectively owned 24.0 % of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At March 31, 2026, Solasglas held 0.8 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
16. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
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Investments
The Company’s fixed maturities portfolio is exposed to potential losses arising from diminishing creditworthiness of issuers of bonds. The fixed maturities portfolio is managed by an external investment manager in accordance with the Company’s investment guidelines and the underlying investment guidelines set by the respective regulatory trusts. At March 31, 2026, there was no fixed maturity security that exceeded 10% of the Company’s shareholders’ equity.
The Company’s credit risk exposure to private debt securities within its “Other investments” are immaterial (see Note 5).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| Premiums receivable | $ | % | $ | % | |||||||||||||||||||
| Funds withheld: | |||||||||||||||||||||||
Premiums held by Lloyd's syndicates | % | % | |||||||||||||||||||||
| Funds held by cedants | % | % | |||||||||||||||||||||
| Funds at Lloyd’s | % | % | |||||||||||||||||||||
| Profit commission receivable | % | % | |||||||||||||||||||||
| Total before provision | % | % | |||||||||||||||||||||
| Provision for expected credit losses | ( | ( | % | ( | ( | % | |||||||||||||||||
| Reinsurance balances receivable, net | $ | % | $ | % | |||||||||||||||||||
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 9 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no change to the Company’s operating lease agreements subsequent to its 2025 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot
20
predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
d) Unsecured Citibank FAL Facility
17. SEGMENT REPORTING
The Company has two reportable segments.
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners. This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.
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Three months ended March 31, 2026: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums earned | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ||||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ( | |||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income (loss) | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from investment in Solasglas | |||||||||||||||||||||||
| Foreign exchange gains (losses) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | ||||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | ( | ( | |||||||||||||||||||||
| CAT event losses | ( | ( | |||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ||||||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
22
Three months ended March 31, 2025: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums earned | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ||||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ( | |||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income from investment in Solasglas | |||||||||||||||||||||||
| Foreign exchange gains (losses) | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | ( | $ | $ | $ | ||||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | |||||||||||||||||||||||
| CAT event losses | ( | ( | |||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ( | |||||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
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18. SUBSEQUENT EVENTS
Stock Repurchases
During April 2026, the Company repurchased 518,454 ordinary shares at an aggregate cost of $9.5 million and an average price of $18.38 per ordinary share.
On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40.0 million from May 15, 2026 to May 31, 2027. Any shares repurchased are canceled immediately upon repurchase.
CIBC LC Facilities
On April 1, 2026, the Company entered into the following transactions through its subsidiaries: (i) Greenlight Reinsurance, Ltd. (“Greenlight Re”) amended and restated its Master LC Agreement with CIBC, and ii) Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”) entered into a Master LC Agreement with CIBC (collectively, the “Master LC Agreements”, and the facilities thereunder, the “CIBC LC Facilities” and each a “CIBC LC Facility”). The Master LC Agreements increase the aggregate LC commitment by CIBC from $200 million (see Note 10) to $300 million, thereby providing additional LC capacity for the Company’s operating subsidiaries, Greenlight Re and GRIL. Initially, $250 million has been allocated to Greenlight Re and $50 million to GRIL; however, this allocation may be changed by written agreement between the parties. The CIBC LC Facilities will mature on December 22, 2027, subject to automatic annual extensions unless prior written notice is provided by either party.
Each CIBC LC Facility is secured by a first-priority lien on a separate cash collateral account held with CIBC, with a minimum cash balance equal to the face amount of the LCs issued and outstanding under such CIBC LC Facility.
Investment Advisory Agreement
Effective May 1, 2026, the monthly management fee payable to DME Advisors by Solasglas changed to 0.104 % (1.25 % per annum) from 0.125 % (1.5 % per annum).
Citibank FAL Facility
On April 29, 2026, the Citibank FAL facility increased from £50 million to £60 million (see Note 10). On April 29, 2026, Citibank issued an additional LC of £13 million for a total of £58 million in favor of Lloyd’s to support the Company’s FAL business.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying noted included in Item 1 of this report and the audited consolidated financial statements and accompanying notes, which appear in our 2025 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three months ended March 31, 2026 and 2025 and the Company’s financial condition at March 31, 2026 and December 31, 2025.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
Page
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Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
For the three months ended March 31, 2026 (“Q1 2026”), we had a net income of $35.8 million, compared to $29.6 million over the three months ended March 31, 2025 (“Q1 2025”). The increase was mainly attributable to stronger underwriting performance, partially offset by foreign exchange losses.
The following is a summary of our financial performance for Q1 2026, compared to Q1 2025:
•Gross premiums written was $227.9 million, a decrease of 8.1%;
•Net premiums earned was $154.1 million, a decrease of 8.5%;
•Net underwriting income was $6.2 million, compared to net underwriting loss of $7.8 million;
•Total investment income was $40.4 million, a decrease of 0.2%;
•Diluted EPS was $1.05, compared to $0.86, an increase of 22.1%; and
•Fully diluted book value per share was $21.40, an increase of 4.7% since December 31, 2025.
Fully diluted book value per share is a non-GAAP financial measure. See “Key Financial Measure and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Reinsurance market conditions
We continue to see increased competition from existing and new reinsurance markets, predominantly in our Open Market segment. This is putting pressure on headline rates across various classes; however, attachment points and other terms & conditions are largely holding firm. Our focus remains on maintaining a diversified portfolio that is resilient to market supply-demand pressures.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, the current Middle East conflict. With the recent increase in oil price driven by this conflict, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio.
On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
During 2025, the U.S. Administration enacted trade policies that were more aggressive than the financial markets expected, causing additional uncertainty and volatility. These policies continue to complicate the near-term outlook for economic growth and inflation. We remain vigilant to economic data and additional policies that may impact our business.
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Key Financial Measures and Non-GAAP Measures
There have been no changes to our key financial measures, including non-GAAP financial measures, as described in the MD&A of our 2025 Form 10-K.
Fully Diluted Book Value Per Share
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||||
| Numerator for basic and fully diluted book value per share: | |||||||||||||||||||||||||||||
| Total equity as reported under U.S. GAAP | $ | 741,172 | $ | 707,977 | $ | 658,889 | $ | 663,318 | $ | 666,804 | |||||||||||||||||||
Denominator for basic and fully diluted book value per share: | |||||||||||||||||||||||||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 33,684,902 | 33,897,709 | 34,099,226 | 34,198,153 | 34,557,449 | ||||||||||||||||||||||||
Add: In-the-money stock options (1) and all outstanding RSUs | 950,199 | 755,997 | 757,505 | 775,124 | 773,938 | ||||||||||||||||||||||||
| Denominator for fully diluted book value per share | 34,635,101 | 34,653,706 | 34,856,731 | 34,973,277 | 35,331,387 | ||||||||||||||||||||||||
| Basic book value per share | $ | 22.00 | $ | 20.89 | $ | 19.32 | $ | 19.40 | $ | 19.30 | |||||||||||||||||||
| Increase in basic book value per share | $ | 1.11 | $ | 1.57 | $ | (0.08) | $ | 0.10 | $ | 1.04 | |||||||||||||||||||
| Increase in basic book value per share | 5.3 | % | 8.1 | % | (0.4) | % | 0.5 | % | 5.7 | % | |||||||||||||||||||
| Fully diluted book value per share | $ | 21.40 | $ | 20.43 | $ | 18.90 | $ | 18.97 | $ | 18.87 | |||||||||||||||||||
| Increase in fully diluted book value per share | $ | 0.97 | $ | 1.53 | $ | (0.07) | $ | 0.10 | $ | 0.92 | |||||||||||||||||||
| Increase in fully diluted book value per share | 4.7 | % | 8.1 | % | (0.4) | % | 0.5 | % | 5.1 | % | |||||||||||||||||||
(1) Assuming net exercise by the grantee.
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Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||
| Underwriting results: | |||||||||||||||||||||||||||||||||||
| Gross premiums written | $ | 227,938 | $ | 247,945 | $ | (20,007) | |||||||||||||||||||||||||||||
| Net premiums written | $ | 183,474 | $ | 219,397 | $ | (35,923) | |||||||||||||||||||||||||||||
| Net premiums earned | $ | 154,145 | $ | 168,463 | $ | (14,318) | |||||||||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||||||||||||||
| Current year | (93,644) | (118,666) | 25,022 | ||||||||||||||||||||||||||||||||
Prior year (1) | 2,489 | (4,218) | 6,707 | ||||||||||||||||||||||||||||||||
| Net loss and LAE incurred | (91,155) | (122,884) | 31,729 | ||||||||||||||||||||||||||||||||
| Acquisition costs | (48,962) | (46,866) | (2,096) | ||||||||||||||||||||||||||||||||
| Underwriting expenses | (7,805) | (6,358) | (1,447) | ||||||||||||||||||||||||||||||||
| Deposit interest expense | (32) | (149) | 117 | ||||||||||||||||||||||||||||||||
| Net underwriting income (loss) | 6,191 | (7,794) | 13,985 | ||||||||||||||||||||||||||||||||
| Investment results: | |||||||||||||||||||||||||||||||||||
| Income from investment in Solasglas | 33,689 | 32,197 | 1,492 | ||||||||||||||||||||||||||||||||
| Net investment income | 6,731 | 8,287 | (1,556) | ||||||||||||||||||||||||||||||||
| Total investment income | 40,420 | 40,484 | (64) | ||||||||||||||||||||||||||||||||
| Corporate and other expenses | (5,742) | (4,672) | (1,070) | ||||||||||||||||||||||||||||||||
| Foreign exchange gains (losses) | (4,905) | 4,355 | (9,260) | ||||||||||||||||||||||||||||||||
| Interest expense | (99) | (1,464) | 1,365 | ||||||||||||||||||||||||||||||||
| Income tax expense | (115) | (1,282) | 1,167 | ||||||||||||||||||||||||||||||||
| Net income | $ | 35,750 | $ | 29,627 | $ | 6,123 | |||||||||||||||||||||||||||||
Diluted EPS | $ | 1.05 | $ | 0.86 | $ | 0.19 | |||||||||||||||||||||||||||||
| Underwriting ratios: | % Point Change | ||||||||||||||||||||||||||||||||||
| Attritional loss ratio | 55.3 | % | 54.4 | % | 0.9 | ||||||||||||||||||||||||||||||
| Large event loss ratio | 2.3 | % | — | % | 2.3 | ||||||||||||||||||||||||||||||
| CAT event loss ratio | 3.2 | % | 16.0 | % | (12.8) | ||||||||||||||||||||||||||||||
| Current year loss ratio | 60.8 | % | 70.4 | % | (9.7) | ||||||||||||||||||||||||||||||
| Prior year reserve development ratio | (1.6) | % | 2.5 | % | (4.1) | ||||||||||||||||||||||||||||||
| Loss ratio | 59.1 | % | 72.9 | % | (13.8) | ||||||||||||||||||||||||||||||
| Acquisition cost ratio | 31.8 | % | 27.8 | % | 4.0 | ||||||||||||||||||||||||||||||
| Composite ratio | 90.9 | % | 100.7 | % | (9.8) | ||||||||||||||||||||||||||||||
| Underwriting expense ratio | 5.1 | % | 3.9 | % | 1.2 | ||||||||||||||||||||||||||||||
| Combined ratio | 96.0 | % | 104.6 | % | (8.6) | ||||||||||||||||||||||||||||||
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a gain of $1.6 million and a loss of $3.5 million for the three months ended March 31, 2026 and 2025, respectively.
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Consolidated Results of Operations for Q1 2026 compared to Q1 2025
Basic book value per share increased by $1.11 per share, or 5.3%, to $22.00 per share from $20.89 per share at December 31, 2025. Fully diluted book value per share increased by $0.97 per share, or 4.7%, to $21.40 per share from $20.43 per share at December 31, 2025.
Net income for Q1 2026 increased by $6.1 million to $35.8 million, driven mainly by the following:
•Underwriting income: Favorable change of $14.0 million, driven by 8.6 percentage points improvement in combined ratio, which was predominantly driven by 13.8 percentage points improvement in the loss ratio, offset partially by an increase in acquisition cost ratio and underwriting expense ratio. The lower loss ratio was due to the lower CAT and large event losses, coupled with an improved prior year reserve development ratio.
•Interest expense: Decreased by $1.4 million driven by the reduction in outstanding debt.
Offset partially by:
•Foreign exchange gains (losses): Unfavorable change of $9.3 million, driven mainly by the weakening of the pound sterling against the U.S. dollar during Q1 2026, compared to the strengthening of the pound against the U.S. dollar during Q1 2025.
Results by Segment
The following is a discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Gross premiums written | $ | 180,347 | $ | 220,709 | (18) | % | |||||||||||||||||||||||||||||
| Net premiums written | $ | 151,295 | $ | 195,609 | (23) | % | |||||||||||||||||||||||||||||
| Net premiums earned | $ | 128,981 | $ | 149,641 | (14) | % | |||||||||||||||||||||||||||||
| Net loss and LAE incurred | (75,230) | (112,763) | |||||||||||||||||||||||||||||||||
| Acquisition costs | (41,212) | (40,881) | |||||||||||||||||||||||||||||||||
| Other underwriting expenses | (5,743) | (4,797) | |||||||||||||||||||||||||||||||||
| Deposit interest expense, net | (32) | (149) | |||||||||||||||||||||||||||||||||
Underwriting income (loss) | 6,764 | (8,949) | |||||||||||||||||||||||||||||||||
| Net investment income | 5,135 | 5,771 | (11) | % | |||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | 11,899 | $ | (3,178) | |||||||||||||||||||||||||||||||
| Underwriting ratios: | 2026 | 2025 | % Point Change | ||||||||||||||||||||||||||||||||
| Loss ratio | 58.3 | % | 75.4 | % | (17.1) | ||||||||||||||||||||||||||||||
| Acquisition cost ratio | 32.0 | % | 27.3 | % | 4.7 | ||||||||||||||||||||||||||||||
| Composite ratio | 90.3 | % | 102.7 | % | (12.4) | ||||||||||||||||||||||||||||||
| Underwriting expenses ratio | 4.5 | % | 3.3 | % | 1.2 | ||||||||||||||||||||||||||||||
| Combined ratio | 94.8 | % | 106.0 | % | (11.2) | ||||||||||||||||||||||||||||||
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Gross Premiums Written
Gross premiums written by line of business were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 11,648 | 6 | % | $ | 29,724 | 13 | % | $ | (18,076) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Financial | 25,526 | 14 | % | 24,064 | 11 | % | 1,462 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health | 209 | — | % | 197 | — | % | 12 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 62,304 | 35 | % | 66,334 | 30 | % | (4,030) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property | 25,496 | 14 | % | 30,039 | 14 | % | (4,543) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 55,164 | 31 | % | 70,351 | 32 | % | (15,187) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 180,347 | 100 | % | $ | 220,709 | 100 | % | $ | (40,362) | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross premiums written within our Open Market segment in Q1 2026 decreased by $40.4 million or 18.3%, compared to Q1 2025. The decrease was predominantly attributable to the following lines of business:
•Casualty: The $18.1 million, or 60.8%, decrease was mainly due to the non-renewal of certain reinsurance programs in our general liability class and multiline casualty class as part of our strategy to reduce our exposure to the Casualty line of business.
•Multiline: The $4.0 million, or 6.1%, decrease was driven mostly by the non-renewal of a commercial auto quota share treaty, coupled with some negative premium estimate revisions within the FAL business related to certain syndicates on the 2024 and 2025 underwriting years. This was partially offset by new FAL business written on the 2026 underwriting year.
•Property: The $4.5 million, or 15.1%, decrease was mainly due to negative premium estimate revision for a prior year quota-share reinsurance treaty. This treaty is mostly retroceded to a third party; accordingly, there was no significant impact on a net premium written basis.
•Specialty: The $15.2 million, or 21.6%, decrease was predominantly driven by negative premium estimate revisions for quota-share reinsurance treaties written in prior years, coupled with rate reductions for renewed business.
Net Premiums Written
Ceded premiums written in Q1 2026 was $29.1 million, resulting in net premiums written of $151.3 million, compared to $25.1 million and $195.6 million, respectively, in Q1 2025. The increase in ceded premiums written of 15.7% was driven primarily due to a new retrocession treaty for our Multiline business, coupled with additional excess of loss retrocessional coverage within our specialty business in 2026 to manage our overall exposure to aviation, marine and energy risks.
This was partially offset by reduced quota share retrocession activity within our Property and Specialty lines of business due to lower estimated inward premiums.
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Net Premiums Earned
Net premiums earned by line of business were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 16,008 | 12 | % | $ | 27,343 | 18 | % | $ | (11,335) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Financial | 15,454 | 12 | % | 14,315 | 10 | % | 1,139 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health | 61 | — | % | 45 | — | % | 16 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 57,534 | 45 | % | 53,722 | 36 | % | 3,812 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property | 17,920 | 14 | % | 18,506 | 12 | % | (586) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 22,004 | 17 | % | 35,710 | 24 | % | (13,706) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 128,981 | 100 | % | $ | 149,641 | 100 | % | $ | (20,660) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net premiums earned within our Open Market segment in Q1 2026 decreased by $20.7 million or 13.8%, compared to Q1 2025. The decrease in Casualty line was due to the non-renewal of certain reinsurance programs in our general liability class as part of our strategy to reduce our exposure to the Casualty line of business. The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the Financial line and certain Specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period. The negative premium estimate revision on older accident years also contributed to the decrease in Specialty’s net premiums earned.
Loss ratio
The components of the loss ratio for our Open Market segment were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Point Change | |||||||||||||||||||||||||||||||||
| Current year: | |||||||||||||||||||||||||||||||||||
| Attritional loss ratio | 53.9 | % | 54.0 | % | (0.1) | % | |||||||||||||||||||||||||||||
| Large event loss ratio | 2.8 | % | — | 2.8 | % | ||||||||||||||||||||||||||||||
| CAT event loss ratio | 3.9 | % | 18.1 | % | (14.2) | % | |||||||||||||||||||||||||||||
| Current year loss ratio | 60.6 | % | 72.1 | % | (11.5) | % | |||||||||||||||||||||||||||||
| Prior year reserve development ratio | (2.2) | % | 3.3 | % | (5.5) | % | |||||||||||||||||||||||||||||
| Loss ratio | 58.3 | % | 75.4 | % | (17.0) | % | |||||||||||||||||||||||||||||
Current Year Loss Ratio
The Q1 2026 current year loss ratio for Open Market decreased by 11.5 percentage points to 60.6%, compared to Q1 2025, driven mainly by lower CAT event losses, partially offset by an increase in large event losses.
While the Q1 2026 attritional loss ratio was relatively consistent with Q1 2025, there were offsetting underlying movements at the lines of business level.
•Financial: increased by 15.8% compared to last year driven by adverse claims experience within our Transactional Liability business stemming predominantly from the 2021 and 2023 underwriting years. In addition, this led us to increase our expected losses on more recent underwriting years for this class of business compared to Q1 last year.
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•Multiline: increased by 3.1% driven by a combination of adverse claims experience within our Commercial Auto business on legacy contracts, and new business where we recognized newly bound and renewed contracts at higher loss ratios in response to softening market rates compared to last year.
•Specialty: decreased by 5.4% driven by favorable claims experience predominantly on aviation, energy and marine contracts, as well as a refinement to our reserving approach that recognizes favorable trends, particularly as they relate to large loss claims experience on non-proportional contracts, quicker than we previously estimated. These effects were partially offset by establishing higher loss ratios on new and renewal business in anticipation of softening rates within this line of business.
During Q1 2026, we were notified of two large event losses for a total of $3.6 million in our Specialty and Property lines; whereas we incurred no large event loss for Q1 2025.
We have estimated CAT losses of $5.0 million relating to the Middle East conflict in Q1 2026, compared to $27.0 million loss relating to the California wildfires in Q1 2025.
Prior Year Reserve Development Ratio
The Open Market segment’s prior year favorable reserve development provided 2.2 percentage points improvement to the loss ratio for Q1 2026. By comparison, in Q1 2025 the prior year adverse reserve development for the Open Market segment increased the loss ratio by 3.3 percentage points. Refer to Note 8 Loss and LAE Reserves to the condensed consolidated financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio increased by 4.7 points in Q1 2026 compared to Q1 2025, primarily due to the change in business mix and lower net premium earned. Additionally, the syndicates reported higher acquisition costs for our FAL business, reported in our Multiline line of business.
Underwriting expense ratio
The underwriting expense ratio increased by 1.2 points to 4.5% in Q1 2026 compared to Q1 2025, mainly due to a decrease in net premiums earned in the Open Market segment, coupled with an increase in share-based compensation expense based on the Company’s performance as of Q1 2026 compared to Q1 2025.
Net investment income
For the Open Market segment, net investment income declined by 11.0% to $5.1 million in Q1 2026, compared to Q1 2025.
The decrease was predominantly due to lower investment income on funds at Lloyd’s due to partially replacing it with a £45 million unsecured Citibank LC (see Note 10 of the condensed consolidated financial statements), coupled with lower interest income earned from restricted cash and cash equivalents mainly as a result of the 75 basis points interest rate cuts by central banks during 2025.
Income (loss) before income taxes
Income before income taxes for the Open Market segment was $11.9 million for Q1 2026, compared to loss before income taxes of $3.2 million for Q1 2025. The increase was driven predominantly by improved underwriting results, partially offset by lower net investment income.
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Innovations Segment
Results for the Innovations segment were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Gross premiums written | $ | 47,593 | $ | 27,466 | 73 | % | |||||||||||||||||||||||||||||
| Net premiums written | $ | 32,181 | $ | 23,971 | 34 | % | |||||||||||||||||||||||||||||
| Net premiums earned | $ | 25,166 | $ | 19,005 | 32 | % | |||||||||||||||||||||||||||||
| Net loss and LAE incurred | (15,926) | (10,346) | |||||||||||||||||||||||||||||||||
| Acquisition costs | (7,750) | (6,033) | |||||||||||||||||||||||||||||||||
| Other underwriting expenses | (2,062) | (1,561) | |||||||||||||||||||||||||||||||||
| Underwriting income (loss) | (572) | 1,065 | |||||||||||||||||||||||||||||||||
| Net investment income | 1,094 | 448 | |||||||||||||||||||||||||||||||||
| Corporate and other expenses | (722) | (572) | 26 | % | |||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | (200) | $ | 941 | |||||||||||||||||||||||||||||||
| Underwriting ratios: | 2026 | 2025 | % Point Change | ||||||||||||||||||||||||||||||||
| Loss ratio | 63.3 | % | 54.4 | % | 8.9 | ||||||||||||||||||||||||||||||
| Acquisition cost ratio | 30.8 | % | 31.7 | % | (0.9) | ||||||||||||||||||||||||||||||
| Composite ratio | 94.1 | % | 86.1 | % | 8.0 | ||||||||||||||||||||||||||||||
| Underwriting expenses ratio | 8.2 | % | 8.2 | % | — | ||||||||||||||||||||||||||||||
| Combined ratio | 102.3 | % | 94.3 | % | 8.0 | ||||||||||||||||||||||||||||||
Gross Premiums Written
Gross premiums written by line of business were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 10,130 | 21 | % | $ | 6,685 | 24 | % | $ | 3,445 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Financial | 10,550 | 22 | % | 1,784 | 6 | % | 8,766 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health | (167) | — | % | 3,635 | 13 | % | (3,802) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 20,008 | 42 | % | 14,704 | 54 | % | 5,304 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 7,072 | 15 | % | 658 | 2 | % | 6,414 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 47,593 | 100 | % | $ | 27,466 | 100 | % | $ | 20,127 | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross premiums written within our Innovations segment in Q1 2026 increased by $20.1 million or 73.3%, compared to Q1 2025. The increase was across all lines of business, except for Health, driven by new business and exposure growth from existing treaties. The growth in the Multiline was predominantly driven by our Syndicate 3456. The increase in the Specialty was also due to a $2.4 million negative premium estimate revision for one quota share treaty in Q1 2025.
The negative premium in Health was driven mainly by a revised premium estimate for a prior year quota share reinsurance treaty and non-renewal of a treaty.
Net Premiums Written
Ceded premiums written in Q1 2026 was $15.4 million, resulting in net premiums written of $32.2 million, compared to $3.5 million and $24.0 million, respectively, in Q1 2025.
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The increase in ceded premiums written was predominantly driven by the Innovations whole-account retrocession program in which we have ceded 28.5% of Innovations-related programs incepting Q4 2024 onwards and 33% from January 1, 2026.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 9,515 | 38 | % | 5,669 | 30 | % | $ | 3,846 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial | 5,789 | 23 | % | 1,042 | 5 | % | 4,747 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Health | 571 | 2 | % | 1,373 | 7 | % | (802) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 7,312 | 29 | % | 12,024 | 63 | % | (4,712) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 1,979 | 8 | % | (1,103) | (6) | % | 3,082 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | 25,166 | 100 | % | 19,005 | 100 | % | $ | 6,161 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net premiums earned in Q1 2026 increased by $6.2 million, or 32.4%, compared to Q1 2025. The change relates to the amount and timing of net premiums written during the current year and prior years. The earning of the whole-account retrocession program is included in the Multiline business, which contributed to the decline in the net premiums earned in that line of business. For the 2026 accident year, we have increased this retrocession program from 28.5% to 33% of Innovations-related contracts.
Loss ratio
The components of the loss ratio were as follows:
| Three months ended March 31 | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Point Change | |||||||||||||||||||||||||||||||||
| Current year: | |||||||||||||||||||||||||||||||||||
| Attritional loss ratio | 61.9 | % | 57.4 | % | 4.4 | ||||||||||||||||||||||||||||||
| Large event loss ratio | — | % | — | % | — | ||||||||||||||||||||||||||||||
| CAT event loss ratio | — | % | — | % | — | ||||||||||||||||||||||||||||||
| Current year loss ratio | 61.9 | % | 57.4 | % | 4.4 | ||||||||||||||||||||||||||||||
| Prior year reserve development ratio | 1.4 | % | (3.0) | % | 4.4 | ||||||||||||||||||||||||||||||
| Loss ratio | 63.3 | % | 54.4 | % | 8.8 | ||||||||||||||||||||||||||||||
Current Year Loss Ratio
The current year loss ratio in Q1 2026 for Innovations increased by 4.4 loss ratio points, compared to Q1 2025. This was predominantly due to an increase in attritional loss ratio for our Financial line, which was driven mainly by one treaty where the volume of claims we experienced was higher than expected. In addition, given the prior claims experience, we established a higher attritional loss ratio on the renewal of the contract during the latter half of 2025, which further increased the current year loss ratio compared to the comparable prior period.
The Innovations segment was not impacted by any CAT or large events for the periods presented in the above table.
Prior Year Reserve Development Ratio
Prior year adverse reserve development was 1.4% for Q1 2026 compared to prior year favorable reserve development of 3.0% in Q1 2025. Refer to Note 8 Loss and LAE Reserves for the condensed consolidated financial statements for further details.
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Acquisition cost ratio
The acquisition cost ratio decreased marginally by 0.9 percentage points to 30.8% in Q1 2026 compared to Q1 2025.
Underwriting expense ratio
While underwriting expenses increased by $0.5 million in Q1 2026, compared to the same period in 2025, the underwriting expense ratio remained consistent due to growth in net premiums earned.
Net investment income
For Q1 2026, the Innovations segment reported a net investment income of $1.1 million, compared to net investment income of $0.4 million in Q1 2025. The was predominantly driven by additional investment income earned from a higher average outstanding restricted cash balance to secure LC and trust accounts relating to Innovations reinsurance treaties.
Income (loss) before income taxes
The loss before income taxes for the Innovations segment was $0.2 million in Q1 2026, compared to income before income taxes of $0.9 million in Q1 2025. The performance in 2026 was predominantly driven by weaker underwriting results.
Other Corporate
Runoff Underwriting Business
For Q1 2026, the Innovations-related property business in runoff generated a nominal underwriting loss, compared to underwriting income of $0.1 million in Q1 2025. The negative net premiums earned for this run-off business in Q1 2026 and Q1 2025, as reported in the table under Corporate in Note 17 of the condensed consolidated financial statements, reflects an adjustment to our prior premium estimate based on updated reporting from the cedent.
Income from Investment in Solasglas
For Q1 2026, Solasglas reported a net gain of 6.8%, compared to a net gain of 7.2% for Q1 2025. The following table provides a breakdown of the gross and net investment return for Solasglas.
| Three months ended March 31 | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Long portfolio gains (losses) | 1.0 | % | (1.4) | % | |||||||||||||||||||
| Short portfolio gains (losses) | 5.7 | % | 5.0 | % | |||||||||||||||||||
| Macro gains (losses) | 1.2 | % | 4.6 | % | |||||||||||||||||||
Other income and expenses(1) | (0.3) | % | (0.4) | % | |||||||||||||||||||
| Gross investment return | 7.6 | % | 7.8 | % | |||||||||||||||||||
Net investment return(1) | 6.8 | % | 7.2 | % | |||||||||||||||||||
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 3.
For Q1 2026, the significant contributors to Solasglas’ investment income were long positions in gold, Acadia Healthcare (ACHC) and DHT Holdings (DHT). The largest detractors were long positions in U.S. interest rate derivatives, Kyndryl Holdings (KD), and Graphic Packing Holdings (GPK).
Each month, we post the Solasglas investment returns on our website (www.greenlightre.com).
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Financial Condition
Investments
The following table provides a breakdown of our total investments:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Investment in Solasglas | $ | 515,244 | 70.3 | % | $ | 504,555 | 79.7 | % | |||||||||||||||
| Fixed maturities | 150,902 | 20.6 | % | 65,609 | 10.4 | % | |||||||||||||||||
| Other investments | 66,441 | 9.1 | % | 62,911 | 9.9 | % | |||||||||||||||||
| Total investments | $ | 732,587 | 100.0 | % | $ | 633,075 | 100.0 | % | |||||||||||||||
At March 31, 2026, our total investments increased by $99.5 million, or 15.7%, to $732.6 million from December 31, 2025, primarily as we transferred some of our restricted cash balances into fixed maturities investments.
Investments in Solasglas
Our investment in Solasglas increased by $10.7 million to $515.2 million at March 31, 2026, driven by the $33.7 million net investment income for the current quarter, partially offset by net redemptions.
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of Solasglas’ investments:
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Long % | Short % | Long % | Short % | ||||||||||||||||||||
| Equities and related derivatives | 92.2 | % | (53.0) | % | 91.0 | % | (53.3) | % | |||||||||||||||
| Private and unlisted equity securities | 1.8 | — | 1.9 | — | |||||||||||||||||||
| Debt instruments | 0.1 | — | 0.1 | — | |||||||||||||||||||
| Total | 94.1 | % | (53.0) | % | 93.0 | % | (53.3) | % | |||||||||||||||
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At March 31, 2026, Solasglas’ exposure to gold on a delta-adjusted basis was 10.2% (December 31, 2025: 11.9%).
At March 31, 2026, 96.4% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 2.4% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At March 31, 2026, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Fixed Maturities
Our investment in fixed maturities increased by $85.3 million to $150.9 million at March 31, 2026, driven by further net contributions to the managed fixed maturity portfolio from restricted cash and cash equivalents, coupled with a new investment in a liquid fund approved by Lloyd’s. The funding for this new investment came from funds previously held by Lloyd’s and included in our reinsurance balances receivable (see below).
The following table provides the credit quality distribution of our fixed maturity portfolio at March 31, 2026.
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| Credit Rating | |||||||||||||||||||||||||||||||||||||||||
| Fair Value | % of Total | AAA | AA- to AA+ | A to A+ | Not Subject to Credit Rating | ||||||||||||||||||||||||||||||||||||
| Fixed Maturities: | |||||||||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 26,252 | 17 | % | $ | — | $ | 26,252 | $ | — | $ | — | |||||||||||||||||||||||||||||
| Agency RMBS | 25,197 | 17 | % | — | 25,197 | — | — | ||||||||||||||||||||||||||||||||||
| Corporate bonds | 38,664 | 26 | % | — | 32,127 | 6,537 | — | ||||||||||||||||||||||||||||||||||
| ABS | 6,085 | 4 | % | 6,085 | — | — | — | ||||||||||||||||||||||||||||||||||
| Non-agency RMBS | — | — | % | — | — | — | |||||||||||||||||||||||||||||||||||
| Total fixed maturity portfolio | 96,198 | 64 | % | 6,085 | 83,576 | 6,537 | — | ||||||||||||||||||||||||||||||||||
Liquidity funds | 54,704 | 36 | % | $ | — | — | — | 54,704 | |||||||||||||||||||||||||||||||||
| Total fixed maturity investments | $ | 150,902 | 100 | % | $ | 6,085 | $ | 83,576 | $ | 6,537 | $ | 54,704 | |||||||||||||||||||||||||||||
At March 31, 2026, the fixed maturity portfolio had a weighted average credit rating of AA, a book yield of 3.9%, and an average duration of 2.1 years. See Note 4 “Fixed Maturity Investments” and Note 7 “Fair Value Measurements” for further details.
Other Investments
The other investment holdings relate to private investments made by the Innovations segment. The increase of $3.5 million to $66.4 million from December 31, 2025 was predominantly due to additional investments on two existing holdings and three new investments.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash increased by $3.2 million, or 0.6%, from $532.0 million at December 31, 2025, to $535.2 million at March 31, 2026. During Q1 2026, the increase in restricted cash and cash equivalents was primarily driven from business growth in our Innovations segment, partially offset by the transfer of restricted cash and cash equivalents to our fixed maturity portfolio to further enhance net investment return.
Reinsurance balances receivable
Our reinsurance balances receivable increased by $8.1 million, or 1.2%, to $672.5 million from $664.4 million at December 31, 2025. This was driven primarily by $39.2 million increase in premiums receivable, net of collections, and $12.3 million in premiums held by Lloyds’ syndicates from new and renewed reinsurance treaties; partially offset by $44.2 million net release of Funds at Lloyds. The latter was invested in a liquidity fund (see fixed maturity portfolio).
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves decreased by $1.6 million, or 0.2%, to $966.3 million from $968.0 million at December 31, 2025. The decrease was predominantly due to the total incurred losses on earned premiums being offset by paid losses during the quarter. See Note 8 of the condensed consolidated financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period reserve developments.
Our total loss and LAE recoverable increased by $4.8 million, or 6.0%, to $86.2 million from $81.4 million at December 31, 2025. The increase is driven predominantly by an increase in whole-account quota share retrocession agreements based on assumed premiums. See Note 9 of the condensed consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
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Probable Maximum Loss (“PML”)
At April 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event, and in aggregate, was $143.4 million and $157.5 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $138.8 million and $151.2 million, respectively, at January 1, 2026. The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| April 1, 2026 | |||||||||||
| Net 1-in-250 Year Return Period | |||||||||||
| Peril | Single Event Loss | Aggregate Loss | |||||||||
| North Atlantic Hurricane | 143,447 | 157,549 | |||||||||
| Florida Hurricane | 102,247 | 105,112 | |||||||||
| Southeast Hurricane (excluding Florida) | 119,095 | 122,702 | |||||||||
| Gulf of Mexico Hurricane | 75,210 | 76,650 | |||||||||
| Northeast Hurricane | 90,037 | 92,134 | |||||||||
| North America Earthquake | 126,820 | 130,571 | |||||||||
| California Earthquake | 120,539 | 121,372 | |||||||||
| Pacific Northwest Earthquake | 37,396 | 37,396 | |||||||||
| New Madrid Earthquake | 22,280 | 22,361 | |||||||||
Europe Windstorm | 74,426 | 78,433 | |||||||||
Japan Earthquake | 20,315 | 20,556 | |||||||||
Japan Windstorm | 11,503 | 11,620 | |||||||||
Debt
At March 31, 2026, our total outstanding debt remained unchanged from $4.7 million at December 31, 2025. Refer to Note 10 “Debt and Credit Facilities” of the condensed consolidated financial statements for further information.
Total shareholders’ equity
Total shareholders’ equity increased by $33.2 million to $741.2 million, compared to $708.0 million at December 31, 2025. The increase was primarily due to the net income of $35.8 million reported for the period, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $5.0 million of stock repurchases during the quarter.
Liquidity and Capital Resources
Refer to the “Liquidity and Capital Resources” section included in Item 7 of our 2025 Form 10-K for a general discussion of our liquidity and capital resources.
Liquidity
The following table summarizes our sources and uses of funds:
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| Three months ended March 31 | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Total cash provided by (used in): | |||||||||||||||||
| Operating activities | $ | 37,244 | $ | 10,379 | |||||||||||||
| Investing activities | (66,087) | (15,995) | |||||||||||||||
| Financing activities | (4,989) | (938) | |||||||||||||||
| Effect of currency exchange on cash | 339 | 226 | |||||||||||||||
| Net cash inflows (outflows) | (33,493) | (6,328) | |||||||||||||||
Cash, beginning of period (1) | 643,732 | 649,087 | |||||||||||||||
| Cash, end of period | $ | 610,239 | $ | 642,759 | |||||||||||||
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 6 of the financial statements.
Cash provided by operating activities
The $26.9 million increase in cash provided by operating activities in Q1 2026 compared to Q1 2025 was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $50.1 million increase in cash used for investing activities was driven mainly by additional net contributions to fixed maturity investments, for which the source of funds came from restricted cash and funds held by Lloyd’s. This was partially offset by the net redemptions in Solasglas in Q1 2026 compared to net contributions in Q1 2025.
Cash used in financing activities
The increase in cash used for financing activities during Q1 2026 is attributable to the repurchase of $5.0 million of our ordinary shares in the quarter, compared to none in Q1 2025.
Capital Resources
The following table summarizes our debt and capital structure:
| March 31, 2026 | December 31, 2025 | ||||||||||
| Debt - outstanding principal | $ | 5,000 | $ | 5,000 | |||||||
| Shareholders’ equity | 741,172 | 707,977 | |||||||||
| Total capital | $ | 746,172 | $ | 712,977 | |||||||
| Ratio of debt to shareholders’ equity | 0.6 | % | 0.7 | % | |||||||
The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
Ordinary Shares
At March 31, 2026, there were 33,684,902 outstanding ordinary shares, a decrease of 212,807 since December 31, 2025, mainly due to 298,701 of share repurchases, coupled with the net forfeited performance restricted stock awards granted in 2023. This was partially offset by the issuance of ordinary shares for vested service RSUs.
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We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future.
LC Facilities
See Note 10 “Debt and Credit Facilities” of Q1 2026 Financials for details of all outstanding LC facilities and Note 18 “Subsequent Events” for the new and amended CIBC LC facilities in April 2026, resulting in an increase from $200 million to $300 million of total committed LC facilities by CIBC.
Contractual Obligations and Commitments
At March 31, 2026, our contractual obligations and commitments by period due were as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||
Loss and loss adjustment expense reserves (1) | $ | 390,401 | $ | 352,714 | $ | 126,590 | $ | 96,634 | $ | 966,339 | |||||||||||||||||||
Operating lease obligations (2) | 669 | 1,261 | 1,050 | — | 2,980 | ||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||
Debt (principal payments) (3) | — | — | 5,000 | — | 5,000 | ||||||||||||||||||||||||
| Total | $ | 391,070 | $ | 353,975 | $ | 132,640 | $ | 96,634 | $ | 974,319 | |||||||||||||||||||
(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
(2) See Note 17 “Commitments and Contingencies” of the consolidated financial statements in the 2025 Form 10-K.
Critical Accounting Estimates
Our financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part II. Item 1A. Risk Factors” included in our 2025 Form 10-K, cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity. The most significant estimates relate to:
•loss and loss adjustment expense reserves;
•premiums written and earned and related premium receivable, net of expected credit losses;
•reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and
•valuation of investments, including impairments.
We believe that the critical accounting estimates discussion in “Part II. Item 7. — Management’s Discussion and Analysis of Financial Condition and Results on Operations” of our 2025 Form 10-K continues to describe the significant estimates and judgments included in the preparation of these financial statements.
Recent Accounting Pronouncements
At March 31, 2026, there were no recently issued accounting pronouncements that we have not yet adopted that we expect could have a material impact on our results of operations, financial condition, or liquidity. See Note 2 “Significant Accounting Policies” of the Q1 2026 Financials.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Item 7A included in our 2025 Form 10-K. There have been no material changes to this item since December 31, 2025, except for the following.
Commodity Prices Risk
In connection with Solasglas’ long or short investment in commodities or derivatives directly impacted by fluctuations in the prices of commodities, the following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio.
| March 31, 2026 | December 31, 2025 | |||||||||||||
Gold | $ | 6,159 | $ | 9,074 | ||||||||||
Uranium | 560 | 1,770 | ||||||||||||
Copper | 243 | 574 | ||||||||||||
Total unrealized loss | $ | 6,962 | $ | 11,418 | ||||||||||
Foreign Currency Risk
Underwriting Related
The following table table presents a sensitivity analysis of our total net foreign currency exposures presented in USD equivalent:
| GBP | EUR | Other | Total | |||||||||||||||||||||||
| At March 31, 2026 | ||||||||||||||||||||||||||
| Reinsurance assets (liabilities) | $ | 73,899 | $ | (24,354) | $ | 2,756 | $ | 52,301 | ||||||||||||||||||
| Cash and cash equivalents | 7,603 | 6,174 | 4,189 | 17,966 | ||||||||||||||||||||||
| Net foreign currency exposure | 81,502 | (18,180) | 6,945 | 70,267 | ||||||||||||||||||||||
| Pre-tax impact of hypothetical 10% increase in USD | $ | (8,150) | $ | 1,818 | $ | (695) | $ | (7,027) | ||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||
| Reinsurance assets (liabilities) | $ | 70,299 | $ | (27,226) | $ | 1,196 | $ | 44,269 | ||||||||||||||||||
| Cash and cash equivalents | 8,068 | 2,761 | 3,955 | 14,784 | ||||||||||||||||||||||
| Net foreign currency exposure | 78,367 | (24,465) | 5,151 | 59,053 | ||||||||||||||||||||||
| Pre-tax impact of hypothetical 10% increase in USD | $ | (7,837) | $ | 2,447 | $ | (515) | $ | (5,905) | ||||||||||||||||||
Investment in Solasglas
At March 31, 2026, a 10% increase in the value of the U.S. dollar against foreign currencies (mostly Euro) would result in a $2.8 million unrealized loss on our investment in Solasglas (December 31, 2025:$3.2 million).
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Interest Rate Risk
Investment in Solasglas
At March 31, 2026, our interest rate risk exposure in Solasglas was predominantly related to interest rate derivatives. The fair value for these derivatives is sensitive to movements in the underlying benchmark yield curve, and a hypothetical 100 basis point parallel increase in the yield curve would result in a $35.9 million loss on our investment in Solasglas (December 31, 2025: $20.5 million).
Fixed Maturities
The following table presents the estimated pre-tax impact on the fair value of fixed maturities due to an increase in the U.S. yield curve of 100 basis points and an additional 100 basis points credit spread widening for corporate debt, ABS, non-agency RMBS, and municipal bond securities.
| Potential adverse change in fair value | ||||||||||||||||||||||||||
| Fair value | Increase in interest rate by 100 basis points | Widening of credit spreads by 100 basis points | Total | |||||||||||||||||||||||
| At March 31, 2026 | ||||||||||||||||||||||||||
| U.S. government and agencies | $ | 26,252 | $ | (583) | $ | (583) | ||||||||||||||||||||
| Agency RMBS | 25,197 | (668) | (668) | |||||||||||||||||||||||
| Securities exposed to credit spreads: | ||||||||||||||||||||||||||
| Corporate bonds | 38,664 | (832) | (871) | (1,703) | ||||||||||||||||||||||
| ABS | 6,085 | (112) | (114) | (226) | ||||||||||||||||||||||
| Total fixed maturity portfolio | $ | 96,198 | $ | (2,195) | $ | (985) | $ | (3,180) | ||||||||||||||||||
| Potential adverse change in fair value | ||||||||||||||||||||||||||
| Fair value | Increase in interest rate by 100 basis points | Widening of credit spreads by 100 basis points | Total | |||||||||||||||||||||||
| At December 31, 2025 | ||||||||||||||||||||||||||
| U.S. government and agencies | $ | 17,979 | $ | (436) | $ | (436) | ||||||||||||||||||||
| Agency RMBS | 18,258 | (485) | (485) | |||||||||||||||||||||||
| Securities exposed to credit spreads: | ||||||||||||||||||||||||||
| Corporate bonds | 9,769 | (297) | (306) | (603) | ||||||||||||||||||||||
| ABS | 5,565 | (53) | (102) | (155) | ||||||||||||||||||||||
| Non-agency RMBS | 600 | (30) | (29) | (59) | ||||||||||||||||||||||
| Municipal bonds | 857 | (30) | (30) | (60) | ||||||||||||||||||||||
| Total fixed maturity portfolio | $ | 53,028 | $ | (1,331) | $ | (467) | $ | (1,798) | ||||||||||||||||||
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported
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within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
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PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results.
Item 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this report are any of the risks described in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K, as filed with the SEC on March 9, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of March 31, 2026, there have been no other material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Refer to Note 11 “Share Capital” of the condensed consolidated financial statements for a summary of our share repurchase plan.
The table below details the share repurchases that were made under the Plan during the three months ended March 31, 2026:
| Shares Purchased Under Publicly Announced Repurchase Program | ||||||||||||||||||||
| Period | Number of Shares Purchased | Average Price per Share | Maximum Dollar Amount Still Available Under Share Repurchase Plan | |||||||||||||||||
| Beginning balance | $ | 20,175 | ||||||||||||||||||
| January 1 - 31, 2026 | — | $ | — | 20,175 | ||||||||||||||||
| February 1 - 28, 2026 | — | — | 20,175 | |||||||||||||||||
| March 1 - 31, 2026 | 298,701 | 16.70 | 15,186 | |||||||||||||||||
| Total | 298,701 | $ | 16.70 | $ | 15,186 | |||||||||||||||
During the three months ended March 31, 2026, we repurchased 298,701 ordinary shares at an average price of $16.70 per share, for a total of $5.0 million.
Subsequent to March 31, 2026, we repurchased 518,454 ordinary shares at an aggregate cost of $9.5 million and an average price of $18.38 per ordinary share through April 30, 2026. On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40.0 million from May 15, 2026 to May 31, 2027.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
44
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
(c) Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended March 31, 2026, we did not
Item 6. EXHIBITS
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GREENLIGHT CAPITAL RE, LTD. | |||||||||||
| (Registrant) | |||||||||||
| By: | /s/ GREGORY RICHARDSON | ||||||||||
| Gregory Richardson Director and Chief Executive Officer (principal executive officer) | |||||||||||
| May 5, 2026 | |||||||||||
| By: | /s/ FARAMARZ ROMER | ||||||||||
| Faramarz Romer Chief Financial Officer (principal financial officer) | |||||||||||
| May 5, 2026 | |||||||||||
46
AMENDED AND RESTATED MASTER LETTER OF CREDIT AGREEMENT
Dated as of April 1, 2026
THIS AMENDED AND RESTATED MASTER LETTER OF CREDIT AGREEMENT (as amended, supplemented or otherwise modified by the Collateral Addendum, the Side Letter and any Commitment Notice, this “Agreement”) is issued by Greenlight Reinsurance, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and licensed as a Class D insurance company with the Cayman Islands Monetary Authority (“CIMA”) under license number 645363 (“Greenlight Re” or the “Applicant”), in favor of CIBC Bank USA (together with its affiliates that may in the future issue Letters of Credit, the “Bank”).
The Bank and Applicant are party to that certain Master Letter of Credit Agreement dated as of December 22, 2023 (as may have been amended from time to time, the “Original Agreement”).
The Applicant may from time to time request that the Bank issue Letters of Credit for the account of the Applicant. The Applicant agrees that, except as provided below, any such Letter of Credit shall be subject to the terms and provisions of this Agreement, and the Applicant for the benefit of the Bank and the Bank hereby agree that the Original Agreement is amended and restated in its entirety as follows:
SECTION 1 CERTAIN DEFINITIONS. When used herein the following terms shall have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms and any capitalized terms used but not defined in this Agreement shall have the meanings given thereto in the Side Letter):
Application means, at any time, an application (which shall be in writing, including by facsimile, or made by electronic transmission) for a letter of credit to be issued by the Bank pursuant to this Agreement, specifying (a) the requested issuance date, the amount, the beneficiary and the expiration date of such letter of credit, (b) the documentary requirements for drawing thereunder, (c) whether such letter of credit will be issued with GRIL as a co-applicant and (d) such other information as the Bank may reasonably request.
Event of Default means any of the events described in Section 9.1.
Governmental Authority means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including CIMA), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
ISP means at any time the most recent International Standby Practices issued by the Institute for International Banking Law & Practice, Inc.
Item means any draft, order, instrument, demand or other document drawn or presented, or to be drawn or presented, under any Letter of Credit.
Letter of Credit means any letter of credit (including any Existing Letter of Credit) issued by the Bank for the account of the Applicant under the terms of this Agreement, in each case as amended or otherwise modified from time to time, but excluding any letter of credit (other than any Existing Letter of Credit) that is issued pursuant to an Application which expressly provides that such letter of credit is not issued pursuant to this Agreement. A letter of credit issued by the Bank pursuant to an Application from the Applicant shall be a Letter of Credit hereunder even if another Person is named as the “Applicant” or “Account Party” in such letter of credit. Further, for all purposes of this Agreement, a
Letter of Credit shall include any letter of credit issued by a third party bank at the request of the Bank, which letter of credit otherwise complies with the terms of the Application submitted by or on behalf of the Applicant, and all obligations and liabilities of the Applicant in connection therewith shall be deemed to be Liabilities of the Applicant to Bank under this Agreement.
Liabilities means all obligations of the Applicant to the Bank and its successors and assigns, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, arising out of or in connection with this Agreement, any Letter of Credit, any Application or any instrument or document delivered in connection herewith or therewith.
Person means any natural person, corporation, exempted company, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.
Side Letter means that certain side letter of even date herewith by and among the Applicant and the Bank, attached as Addendum A hereto and made a part hereof, as amended from time to time.
UCC means at any time the Uniform Commercial Code as then in effect in the State of New York.
UCP means at any time the most recent Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce.
Unmatured Event of Default means any event which, if it continues uncured will, with lapse of time or notice or both, constitute an Event of Default.
SECTION 2 LETTER OF CREDIT PROCEDURES.
2.1 Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, the Bank may from time to time issue Letters of Credit for the account of the Applicant; provided that the terms and provisions of each Letter of Credit and the Application therefor shall be consistent with this Agreement or otherwise satisfactory to the Bank in its discretion.
2.2 Applications. Not later than three Business Days prior to the date of the proposed issuance of a Letter of Credit (or such later date as the Bank shall agree), the Applicant shall deliver an Application for such Letter of Credit to the Bank. An Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank.
2.3 Form of Letters of Credit.
(a) The Applicant authorizes the Bank to set forth the terms of each Application in the Letter of Credit corresponding to such Application (and in any amendment thereto) in such language as the Bank in its reasonable discretion deems appropriate, with such variations from such terms as the Bank may in its discretion determine to be necessary (which determination shall be conclusive absent manifest error) and not materially inconsistent with such Application. The Bank may, but shall not be obligated to, request the Applicant to review the form of a Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit unless it shall have objected thereto prior to the requested issuance date of such Letter of Credit. With respect to any other Letter of Credit, the Applicant agrees that such Letter of Credit shall be conclusively presumed to be in proper form unless the Applicant notifies the Bank in writing of any inconsistency in such Letter of Credit within three Business Days of its issuance (or such later date as the Bank shall agree). Upon receipt of timely notice of any discrepancy in any Letter of Credit, the Bank will endeavor to obtain the consent of the beneficiary and any confirming bank for an
appropriate modification to such Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent.
(b) The Applicant accepts the risk that a Letter of Credit will be interpreted or applied other than as intended by the Applicant to the extent such Letter of Credit (i) permits presentation at a place other than the place of issuance, (ii) permits application of laws other than the governing law of this Agreement as set forth in Section 11.5 of this Agreement, (iii) requires termination or reduction against a presentation made by the Applicant rather than the beneficiary or (iv) fails to incorporate, or permits the application of rules and practices other than, established letter of credit practices and rules.
2.4 Representations and Warranties. The delivery of each Application shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance of such Letter of Credit, (a) the representations and warranties of the Applicant set forth in Section 4 of this Agreement shall be true and correct as of such requested date as though made on such requested date of issuance and (b) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing or will result from such issuance.
SECTION 3 REIMBURSEMENT OBLIGATIONS; RESPONSIBILITIES, ETC.
3.1 Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2.50% per annum plus, beginning on the third Business Day after receipt of notice from the Bank of such payment or disbursement, 3% per annum (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) any failure of any Item presented under such Letter of Credit to comply strictly with the terms of such Letter of Credit;
(b) the legality, validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that the Applicant may have at any time against any beneficiary or transferee of such Letter of Credit, the Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or any unrelated transaction;
(e) any Item presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(f) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(g) waiver by the Bank of any requirement that exists for the Bank’s protection and not the protection of the Applicant or any waiver by the Bank which does not in fact materially prejudice the Applicant;
(h) any payment made by the Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if payment after such date is authorized by the ISP, the UCC or the UCP, as applicable; or
(i) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;
provided that the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the Bank under any Letter of Credit as a result of any act or omission constituting gross negligence or willful misconduct on the part of the Bank.
3.2 Discrepancies. The Applicant agrees that it will promptly examine any and all instruments and documents delivered to it from time to time in connection with any Letter of Credit, and if the Applicant has any claim of non-compliance with its instructions or of discrepancies or other irregularity, the Applicant will immediately (and, in any event, within three Business Days or such later date as the Bank shall agree) notify the Bank thereof in writing, and the Applicant shall be deemed to have waived any claim against the Bank unless such notice is given within such time period. Without limiting the foregoing, if the Bank makes any payment or disbursement under a Letter of Credit and the Applicant does not, within three Business Days following the Applicant’s receipt of notice from the Bank of such payment or disbursement (or such later date as the Bank shall agree), send a notice to the Bank objecting to such payment or disbursement and specifying in reasonable detail the discrepancy or irregularity which is the basis for such objection, then the Applicant shall be precluded from making any objection to the Bank’s honor of the presentation with respect to which such payment or disbursement was made (but shall not be precluded from asserting any objection (x) in the case of gross negligence or willful misconduct on the part of the Bank or (y) to any different presentation under the same or a different Letter of Credit).
3.3 Documents. Unless specified to the contrary in the relevant Application or the applicable Letter of Credit, the Applicant agrees that the Bank and its correspondents: (a) may accept as complying with the applicable Letter of Credit any Item drawn, issued or presented under such Letter of Credit which is issued or purportedly issued by an agent, executor, trustee in bankruptcy, receiver or other representative of the party identified in such Letter of Credit as the party permitted to draw, issue or present such Item; and (b) may in its or their reasonable discretion, but shall not be obligated to, accept or honor (i) [reserved]; (ii) any Item which substantially complies under the laws, rules, regulations and general banking or trade customs and usages of the place of presentation, negotiation or payment; (iii) drafts which fail to bear any or adequate reference to the applicable Letter of Credit; (iv) any Item presented to the Bank after the stated expiration date of a Letter of Credit but within any applicable time period during which such Letter of Credit may be honored in accordance with the UCP, the UCC and/or the ISP, as applicable (and, in any event, any Item presented to the Bank on the Business Day immediately following the stated expiration date of any Letter of Credit, if such stated expiration date falls on a day which is not a Business Day); or (v) any Item which substantially complies with the requirements of the UCP, the UCC and/or the ISP, as applicable. In determining whether to pay under any Letter of Credit, the Bank shall have no obligation to the Applicant or any other Person except to confirm that the Items required to be delivered under such Letter of Credit appear to have been delivered and appear on their face to substantially comply with the requirements of such Letter of Credit. For purposes of the foregoing, an Item “substantially complies” unless there are discrepancies in the presentation
which appear to be substantial and which reflect corresponding defects in the beneficiary’s performance in the underlying transaction. A discrepancy is not substantial if it is unrelated or immaterial to the nature or amount of the Applicant’s loss. For example, documents honored by the Bank that do not comply with the timing requirements of the Letter of Credit for presenting or dating any required beneficiary statement nonetheless substantially comply if those timing requirements are not material in determining whether the underlying agreement has been substantially performed or violated.
3.4 Exculpation. In addition to the exculpatory provisions contained in the UCP, the UCC and/or the ISP, as applicable, the Bank and its correspondents shall not be responsible for, and the Applicant’s obligation to reimburse the Bank shall not be affected by, (a) compliance with any law, custom or regulation in effect in the country of issuance, presentation, negotiation or payment of any Letter of Credit, (b) any refusal by the Bank to honor any Item because of an applicable law, regulation or ruling of any governmental agency, whether now or hereafter in effect, (c) any action or inaction required or permitted under the UCC, the UCP, the ISP or the United Nations Convention on Independent Guarantees and Stand-by Letters of Credit, in each case as applicable, or (d) any act or the failure to act of any agent or correspondent of the Bank appointed or selected in good faith by the Bank, including, without limitation, failure of any such agent or correspondent to pay any Item because of any law, decree, regulation, ruling or interpretation of any governmental agency, except, in each case, to the extent caused by Bank’s, such agent’s or such correspondent’s gross negligence or willful misconduct.
3.5 Risks. The Applicant assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit (it being understood that such assumption is not intended to, and shall not, preclude the Applicant from pursuing any right or remedy it may have against any such beneficiary or transferee). The Applicant further agrees that any action or omission by the Bank under or in connection with any Letter of Credit or any related Item, document or property shall, unless in breach of good faith or constituting gross negligence or willful misconduct, be binding on the Applicant and shall not put the Bank under any resulting liability to the Applicant. Without limiting the foregoing, the Applicant agrees that in no event shall the Bank be liable for incidental, consequential, punitive, exemplary or special damages.
3.6 Limitation on Bank’s Obligations. Without limiting any other provision herein, the Bank is expressly authorized and directed to honor any request for payment which is made under and in compliance with the terms of any Letter of Credit without regard to, and without any duty on the part of the Bank to inquire into, the existence of any dispute or controversy between any of the Applicant, the beneficiary of any Letter of Credit or any other Person, or the respective rights, duties or liabilities of any of them, or whether any facts represented in any Item presented under a Letter of Credit are true or correct. Furthermore, the Applicant agrees that the Bank’s obligation to the Applicant shall be limited to honoring requests for payment made under and in compliance with the terms of any Letter of Credit, and the Bank’s obligation remains so limited even if the Bank has prepared or assisted in the preparation of the wording of any Letter of Credit or any Item required to be presented thereunder and even if the Bank is otherwise aware of the underlying transaction giving rise to any Letter of Credit.
3.7 Automatic Renewal/Extension of Letters of Credit. IF ANY LETTER OF CREDIT CONTAINS ANY PROVISION FOR AUTOMATIC RENEWAL/EXTENSION, THE APPLICANT ACKNOWLEDGES AND AGREES THAT THE BANK IS UNDER NO OBLIGATION TO ALLOW SUCH RENEWAL/EXTENSION TO OCCUR AND ANY SUCH RENEWAL/EXTENSION SHALL REMAIN WITHIN THE SOLE AND ABSOLUTE DISCRETION OF THE BANK. THE APPLICANT AND THE BANK IRREVOCABLY CONSENT TO THE AUTOMATIC RENEWAL/EXTENSION OF EACH SUCH LETTER OF CREDIT IN ACCORDANCE WITH ITS TERMS IF THE BANK ALLOWS SUCH RENEWAL/EXTENSION TO OCCUR; PROVIDED THAT THE APPLICANT SHALL HAVE THE RIGHT TO REQUEST THE BANK TO DISALLOW ANY SUCH RENEWAL/EXTENSION ON THE CONDITION THAT THE APPLICANT SHALL GIVE THE BANK PRIOR WRITTEN
NOTICE OF SUCH REQUEST NOT LESS THAN 30 DAYS PRIOR TO THE DEADLINE IMPOSED UPON THE BANK FOR NOTIFICATION TO THE BENEFICIARY OF NON-RENEWAL/EXTENSION OF ANY SUCH LETTER OF CREDIT.
SECTION 4 REPRESENTATIONS AND WARRANTIES. The Applicant represents and warrants to the Bank that:
4.1 Organization, etc. The Applicant is validly existing and in good standing (to the extent the concept is applicable in such jurisdiction) under the laws of its jurisdiction of organization; and the Applicant is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
4.2 Due Authorization; No Conflict. The Applicant is duly authorized to execute and deliver this Agreement, is duly authorized to borrow monies and request Letters of Credit hereunder and is duly authorized to perform its Liabilities under this Agreement. The execution, delivery and performance by the Applicant of this Agreement, and the issuance of Letters of Credit hereunder, do not and will not (i) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (x) any provision of applicable law, (y) the charter, by-laws or other organizational documents of the Applicant or (z) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Applicant or (iii) require, or result in, the creation or imposition of any Lien on any asset of the Applicant (other than Liens in favor of the Bank created pursuant to the Collateral Addendum), except, in the case of the foregoing clauses (i), (ii)(x) or (iii), to the extent the failure to obtain such consent or approval or such conflict would not reasonably be expected to have a Material Adverse Effect.
4.3 Validity and Binding Nature. This Agreement is the legal, valid and binding obligation of the Applicant, enforceable against the Applicant in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.
4.4 Approvals. No authorization, approval or consent of, or notice to or filing with, any Governmental Authority is required to be made in connection with the execution and delivery by the Applicant of this Agreement or the issuance of any Letter of Credit for the account of the Applicant pursuant hereto, except to the extent the failure to obtain such authorization, approval or consent, to provide such notice or to make such filing, would not reasonably be expected to have a Material Adverse Effect.
SECTION 5 FEES. The Applicant agrees to pay the Bank all fees of the Bank (at the rates specified by the Bank from time to time in schedules delivered by the Bank to the Applicant) with respect to each Letter of Credit (including, without limitation, all fees associated with any amendment to, drawing under, banker's acceptance pursuant to, or transfer of a Letter of Credit), such fees to be payable on demand by the Bank therefor. As of the date of this Agreement, such fees are as set forth on Exhibit A attached hereto.
SECTION 6 [RESERVED].
SECTION 7 MAKING OF PAYMENTS.
7.1 Payments in General. All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in
Chicago not later than 12:00 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension.
7.2 Debiting of Accounts. The Applicant irrevocably agrees that, at any time an Event of Default exists, the Bank or any affiliate thereof that has issued a Letter of Credit may (but neither the Bank nor any such affiliate shall be obligated to), debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate).
7.3 Reimbursement Obligations. The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency.
SECTION 8 [RESERVED].
SECTION 9 EVENTS OF DEFAULT AND THEIR EFFECT.
9.1 Events of Default. Each of the following shall constitute an Event of Default under this Agreement:
(a) Non-Payment of Liabilities, etc. Default in the payment when due of the reimbursement obligations set forth herein; or default, and continuance thereof for five (5) days, in the payment when due of any interest, fee or other amount payable by Applicant hereunder or under any other Loan Document.
(b) Bankruptcy, etc. The Applicant or any guarantor of the Liabilities shall become insolvent or admit in writing its inability to pay debts as they mature, or the Applicant or any such guarantor shall apply for, consent to or acquiesce in the appointment of a trustee or receiver, or in the absence of such application, consent or acquiescence, a trustee or receiver is appointed for the Applicant or any such guarantor, or any proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Applicant or any such guarantor and, if instituted against the Applicant or such guarantor, remains for 60 days undismissed, unstayed, undischarged and unbonded, or any writ of attachment is issued against any substantial portion of the Applicant’s or any such guarantor’s property and is not released within 60 days of service, or the Applicant or any such guarantor takes any action to authorize, or in furtherance of, any of the foregoing.
(c) Other Agreements with Bank. Any “Event of Default” shall occur under the terms of the Parent Credit Agreement for so long as such “Event of Default” is unremedied and not waived by the requisite lenders under the Parent Credit Agreement.
(d) Representations and Warranties. Any representation or warranty made by the Applicant herein or in any writing furnished in connection with or pursuant to this Agreement shall be false or misleading in any material respect on the date made.
9.2 Effect of Event of Default. If any Event of Default described in Section 9.1(b) shall occur, all Liabilities shall immediately become due and payable and the Applicant shall immediately become obligated to deliver to the Bank Cash Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit; and if any other Event of Default shall occur and be continuing, the Bank may declare all Liabilities to be due and payable and may demand that the Applicant immediately deliver to the Bank Cash Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit, whereupon all Liabilities shall become immediately due and payable and the Applicant shall immediately become obligated to deliver to the Bank Cash Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit. The Bank shall promptly advise the Applicant of any such declaration, but failure to do so shall not impair the effect of such declaration. All Cash Collateral, and the products and proceeds thereof, if any, shall be held by the Bank and applied to Liabilities arising in connection with any drawing under a Letter of Credit. After all Letters of Credit have been fully drawn, expired or been terminated, such Cash Collateral shall be applied by the Bank, first, to any remaining Liabilities, second, if an Event of Default has occurred and is continuing, any other liabilities of the Applicant to the Bank under the Loan Documents, and third, any excess shall be delivered to the Applicant or as a court of competent jurisdiction may direct.
SECTION 10 SECURITY.
10.1 Security Interest. This Agreement and the Liabilities hereunder are secured pursuant to the Collateral Addendum.
10.2 Rights and Remedies. The Bank shall have all rights and remedies of a secured party under the UCC. If prior notice to the Applicant is required for any action under the UCC, the Bank shall give the Applicant at least ten days’ notice in writing of the event giving rise to such required notice, and the Applicant agrees that such notice will be deemed commercially reasonable. Any property or document representing collateral may be held by the Bank in its name or in the name of the Bank’s nominee, all without prior notice.
SECTION 11 GENERAL.
11.1 Waiver; Amendments. No delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall be effective unless the same shall be in writing and signed and delivered by the Bank and the Applicant, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
11.2 Notices.
(a) Except as otherwise expressly provided herein, all notices hereunder shall be in writing (including facsimile and electronic transmission, which shall be considered original writings). Notices given by mail shall be deemed to have been given three Business Days after the date sent if sent by registered or certified mail, postage prepaid, to the applicable party at its address shown below its signature hereto or at such other
address as such party may, by written notice received by the other party to this Agreement, have designated as its address for notices. Notices given by facsimile or electronic transmission shall be deemed to have been given when sent. Notices sent by any other means shall be deemed to have been given when received (or when delivery is refused).
(b) The Bank may rely on any writing (including any facsimile, any electronic transmission or any information on a computer disk or similar medium which may be reduced to writing), or any telephonic or other oral message or instruction (including, without limitation, any oral waiver of any discrepancy with respect to any Item), that the Bank believes in good faith to have been received from an authorized officer, employee or representative of the Applicant, and the Bank shall not be liable for any action taken in good faith with respect to any writing, message or instruction from an unauthorized person. The Bank shall not be under any duty to verify the identity of any person submitting any Application or other writing or making any other communication hereunder. Notwithstanding the foregoing, the Bank is not obligated to recognize the authenticity of any request to issue, amend, honor or otherwise act on any Letter of Credit that is not evidenced to the Bank’s satisfaction by a writing originally signed by a person the Applicant has certified is authorized to act for the Applicant hereunder or by a message or instruction authenticated to the Bank’s satisfaction.
11.3 Costs, Expenses; Indemnification.
(a) The Applicant agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Bank (including Attorney Costs) in connection with the preparation, execution, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs) incurred by the Bank after an Event of Default in connection with the collection of the Liabilities or the enforcement of this Agreement, the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof.
(b) IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE BANK AND THE AGREEMENT TO ISSUE LETTERS OF CREDIT, THE APPLICANT HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD BANK AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE BANK (EACH A “BANK PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY BANK PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE BANK PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE BANK PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE APPLICANT HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 11.3 SHALL
SURVIVE THE EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT. THIS SECTION 11.3 SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.
(c) Without limiting clause (b), the Applicant agrees to indemnify the Bank, and to hold the Bank harmless from, any loss or expense incurred by the Bank as a result of any judgment or order being given or made for the payment of any amount due hereunder in a particular currency (the “Currency of Account”) and such judgment or order being expressed in a currency (the “Judgment Currency”) other than the Currency of Account and as a result of any variation having occurred in the rate of exchange between the date on which such amount is converted into the Judgment Currency and the date of actual payment pursuant thereto. The foregoing indemnity shall constitute a separate and independent obligation of the Applicant.
(d) All obligations provided for in this Section 11.3 shall survive any termination of this Agreement.
11.4 Captions. Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
11.5 Governing Law. This Agreement shall be a contract made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to conflict of laws principles. Except to the extent inconsistent with such state law or otherwise expressly stated in any Letter of Credit, each Letter of Credit and this Agreement also are subject to the terms of (i) with respect to matters relating to standby Letters of Credit and Applications therefor, the ISP, and (ii) with respect to matters relating to commercial Letters of Credit and Applications therefor, the UCP. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the Applicant and rights of the Bank expressed herein shall be in addition to and not in limitation of those provided by applicable law.
11.6 Counterparts; E-Signature. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Bank shall be deemed to be originals.
11.7 Successors and Assigns. This Agreement shall be binding upon the Applicant, the Bank and their respective successors and assigns, provided that the Applicant may not assign any of its rights or obligations hereunder without the prior written consent of the Bank.
11.8 Right of Bank to Act through Branches and Affiliates. The Bank may cause any Letter of Credit requested by the Applicant to be issued by a branch or affiliate of the Bank, and all references to the “Bank” herein or in any related document shall include each applicable branch or affiliate.
11.9 Foreign Assets Control Regulations; USA Patriot Act Notice. The Applicant certifies that no transaction in foreign commodities covered by any Application will be prohibited under the
foreign assets control regulations of the United States Treasury Department and that any importation related to any Letter of Credit will conform with all other applicable laws, rules and regulations, except where failure to conform to such other laws, rules and regulations would not reasonably be expected to have a Material Adverse Effect. The Applicant shall (a) ensure, and cause each subsidiary to ensure, that no person who owns a controlling interest in or otherwise controls the Applicant or any subsidiary is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the Letters of Credit or the proceeds of the Letter of Credits to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause each subsidiary to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended. The Bank hereby notifies the Applicant that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Bank’s policies and practices, the Bank is required to obtain, verify and record certain information and documentation that identifies the Applicant, which information includes the name and address of the Applicant and such other information that will allow the Bank to identify the Applicant in accordance with the Act.
11.10 Mitigation; Limitation of Liability. The Applicant agrees to use commercially reasonable efforts to avoid or reduce the amount of any damages which may be claimed against the Bank. For example, (a) in the case of wrongful honor, the Applicant agrees to use commercially reasonable efforts to enforce its rights arising out of the underlying transaction (except to the extent that enforcement is impractical due to the insolvency of the beneficiary or other Person from whom the Applicant might otherwise recover), and (b) in the case of wrongful dishonor, the Applicant agrees to use commercially reasonable efforts to act specifically and timely to authorize the Bank to effect a cure and give written assurances to the beneficiary that a cure is being arranged. The Applicant’s aggregate remedies against the Bank for honoring a presentation or retaining honored documents in breach of the Bank’s obligations to the Applicant (whether arising under this Agreement, applicable letter of credit practice or law, or any other agreement or law) are limited to the aggregate amount paid by the Applicant to the Bank with respect to the honored presentation.
11.11 Subrogation. The Bank shall be subrogated (for purposes of defending against the Applicant’s claims and proceeding against others to the extent of any liability of the Bank to the Applicant) to the Applicant’s rights against any Person who may be liable to the Applicant on any underlying transaction, to the rights of any holder in due course or Person with similar status against the Applicant and to the rights of the beneficiary of any Letter of Credit or its assignee or any Person with similar status against the Applicant.
11.12 [Reserved].
11.13 Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY APPLICATION, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE BANK’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE APPLICANT HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION. THE APPLICANT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE BANK AS
ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE APPLICANT EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
11.14 Waiver of Jury Trial. EACH OF THE APPLICANT AND, BY ISSUING ANY LETTER OF CREDIT, THE BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
[Signature Pages Follow.]
The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
APPLICANT:
GREENLIGHT REINSURANCE, LTD
By:/s/ Faramarz Romer
Faramarz Romer, Chief Financial Officer
Faramarz Romer, Chief Financial Officer
Greenlight Reinsurance, Ltd.
65 Market Street, Suite 1207
Jasmine Court, Camana Bay
P.O. Box 31110, KY1-1205
Grand Cayman, Cayman Islands
Attention: Faramarz Romer
Email: faramarz@greenlightre.ky
BANK:
CIBC BANK USA
By:/s/Amanda Buzdum
Amanda Buzdum, Managing Director
Amanda Buzdum, Managing Director
CIBC Bank USA
120 S. LaSalle St, Chicago, IL 60603
Attention: Amanda Buzdum
Email: Amanda.buzdum@cibc.com
ADDENDUM A
[Attached]
CONFIDENTIAL
CIBC Bank USA
120 S. LaSalle St.
Chicago, Illinois 60603
120 S. LaSalle St.
Chicago, Illinois 60603
April 1, 2026
Greenlight Reinsurance, Ltd.
65 Market Street, Suite 1207
Jasmine Court, Camana Bay
P.O. Box 31110, KY1-1205
Grand Cayman, Cayman Islands
Attention: Faramarz Romer
Email: faramarz@greenlightre.ky
This is the “Side Letter” (this “Side Letter”) referred to in that certain Amended and Restated Master Letter of Credit Agreement of even date herewith (the “Existing Master L/C Agreement”, as amended by the Collateral Addendum, this Side Letter and any Commitment Notice, the “Master L/C Agreement”) by and between Greenlight Reinsurance, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and licensed as a Class D insurance company with CIMA under license number 645363 (the “Applicant”) and CIBC Bank USA (together with its affiliates that may in the future issue Letters of Credit, “Bank”). Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the Existing Master L/C Agreement.
For good and valuable consideration, Applicant and Bank hereby agree as follows:
1.Amendments to Existing Master L/C Agreement. The Existing Master L/C Agreement is hereby amended as follows:
(a)The following definitions are hereby added to Section 1 of the Existing Master L/C Agreement in their entirety:
Attorney Costs means all reasonable and documented fees and charges of one law firm to the Bank (including one local counsel law firm in each relevant jurisdiction to the extent reasonably necessary); provided, however, if a conflict of interest exists and a party affected by such conflict retains its own counsel, Attorney Costs shall include all reasonable and documented fees and charges of another firm of counsel for such affected party.
Business Day means any day on which the Bank is open for commercial banking business at its principal office in Chicago, Illinois.
Cash Collateral has the meaning given to such term in the Collateral Addendum.
Cash Collateralize means to deliver Cash Collateral to the Bank, to be held as Cash Collateral for outstanding Letters of Credit, pursuant to the terms of the Collateral Documents in an amount equal to the Stated Amount of the applicable Letter of Credit. Derivatives of such term have corresponding meanings.
Code means the Internal Revenue Code of 1986, as amended from time to time and any successor statute.
Collateral means the Applicant’s assets subject to the Collateral Addendum.
Collateral Addendum means Addendum B to this Master Letter of Credit Agreement by and among the Applicant and the Bank attached hereto and made a part hereof, as amended from time to time.
Collateral Documents means, collectively, the Collateral Addendum, and any other agreement or instrument pursuant to which the Applicant or any other Person grants or purports to grant collateral to the Bank to secure the Liabilities or otherwise relates to such collateral.
Commitment means the Bank’s commitment to issue Letters of Credit for the account of the Applicant or GRIL under this Agreement in an aggregate amount not to exceed, initially, $250,000,000, as such amount may be increased or decreased from time to time pursuant to Section 2.5(b).
Commitment Adjustment has the meaning given to such term in Section 2.5(b).
Commitment Notice means a notice for an increase or decrease to the Commitment pursuant to Section 2.5(b) in substantially the form attached hereto as Exhibit I.
Commitment Notice Period has the meaning given to such term in Section 2.5(b).
Existing Letters of Credit means the letters of credit issued by the Bank for the account of the Applicant prior to the date hereof pursuant to the Greenlight Re Master L/C Agreement that are outstanding as of the date hereof, excluding, for the avoidance of doubt the “Existing Letters of Credit” as defined in the GRIL Master L/C Agreement.
FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor or version that is substantially compatible and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into by the United States pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
GRIL Commitment has the meaning given to the term “Commitment” in the GRIL Master L/C Agreement from time to time.
GRIL Master L/C Agreement means, the Master Letter of Credit Agreement, dated as of the date hereof, by and between Greenlight Reinsurance Ireland, Designated Activity Company and Bank, as may be amended, restated, duplicated, replaced or otherwise modified from time to time.
Loan Documents means, collectively, this Agreement, the Letters of Credit, the Applications, the Collateral Documents, the Side Letter, any Commitment Notice and all documents, instruments and agreements delivered in connection with the foregoing.
Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business or properties of the Applicant, (b) a material impairment of the ability of the Applicant to perform any of the material obligations (as determined by the Bank in its reasonable discretion) under this Agreement, (c) a material adverse effect upon any substantial portion of the Collateral or upon the legality, validity, binding effect or enforceability against the Applicant of any material Loan Document (as determined by the Bank in its reasonable discretion) or (d) a material impairment of the Bank’s rights and remedies under this Agreement and the other Loan Documents, taken as a whole.
Parent Credit Agreement means that certain Credit Agreement dated as of June 16, 2023 by and among Greenlight Capital Re, Ltd., the other “Loan Parties” thereunder, the financial institutions that are or may from time to time become parties thereto and CIBC Bank USA, as administrative agent for the lenders, as amended by that certain First Amendment to Credit Agreement dated as of September 3, 2025 and as may be further amended, restated or otherwise modified from time to time.
Prime Rate means, for any day, the rate of interest in effect for such day as announced from time to time by the Bank as its prime rate (whether or not such rate is actually charged by the Bank), which is not intended to be the Bank’s lowest or most favorable rate of interest at any one time. The Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. Any change in the Prime Rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change; provided that the Bank shall not be obligated to give notice of any change in the Prime Rate.
Retroactive Letter of Credit has the meaning given to such term in Section 3.3
Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit required to be reimbursed by the Applicant pursuant to this Agreement.
Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings (including backup withholding), and any interest and penalties and other additions to taxes with respect to the foregoing.
Termination Date means the earlier to occur of (a) December 22, 2027; provided, however, that the Commitment shall automatically be extended for additional one-year terms unless the Bank or the Applicant provided the other party at least 120 days written notice of its desire not to extend before the then applicable Termination Date; and (b) the date on which the Commitment terminates pursuant to Section 2.5.
(b)Section 2.1 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
2.1 Issuance of Letters of Credit.
(a) Subject to the terms and conditions of this Agreement, the Bank agrees to issue Letters of Credit in Dollars (or in British Pounds, Canadian Dollars, Euros, Australian Dollars or Japanese Yen using a conversion rate reasonably acceptable to Bank in consultation with the Applicant) from time to time for the account of the Applicant or, if requested by the Applicant in an Application, GRIL; provided that:
(i) after giving effect to such Letter of Credit, the aggregate Stated Amount of all Letters of Credit issued under this Agreement shall in no event exceed the Commitment;
(ii) such Letter of Credit is Cash Collateralized;
(iii) such Letter of Credit is issued on or before the Termination Date; and
(iii) the terms and provisions of each Letter of Credit and the Application therefor shall be satisfactory to the Bank in its discretion.
(b) On the date hereof, the Existing Letters of Credit shall be rolled over and shall be deemed to be Letters of Credit that have been issued pursuant to this Section 2.1, and accordingly, the Existing Letters of Credit shall be entitled to receive all of the benefits of, and be bound by, the terms contained herein and in the other Loan Documents, it being understood that any accrued and unpaid fees associated with the Existing Letters of Credit shall remain due and owing following such roll over.
(c)The following Section 2.5 is hereby added to the Existing Master L/C Agreement in its entirety:
2.5 Termination, Reduction and Increase of the Commitment.
(a) The Commitment shall terminate automatically on the Termination Date.
(b) From time to time, the Applicant may request increases or decreases to the Commitment (each, a “Commitment Adjustment”) which shall be effective upon satisfaction of the following conditions:
(i) the Applicant shall have delivered a Commitment Notice to the Bank at least five (5) Business Days prior to the requested effective date of such Commitment Adjustment unless otherwise approved by the Bank (the “Commitment Notice Period”);
(ii) each Commitment Adjustment shall be in increments of $5,000,000 and shall not occur more frequently than once in each calendar month unless otherwise approved by the Bank;
(iii) the sum of the Commitment (after giving effect to such Commitment Adjustment) plus the GRIL Commitment shall in no event exceed $300,000,000;
(iv) no Event of Default shall have occurred and be continuing as of the effective date of such Commitment Adjustment;
(v) after giving effect to any Commitment Adjustment, the Stated Amount of all Letters of Credit issued under this Agreement shall not exceed the revised Commitment; and
(vi) the Applicant shall have received a countersigned Commitment Notice from the Bank, it being understood as follows: (A) the Bank may need to receive internal credit approval for any Commitment Adjustment; (B) the Bank will use commercially reasonable efforts to return the countersigned Commitment Notice within the Commitment Notice Period; (C) no Commitment Adjustment will be effective until the Applicant’s receipt of such countersigned Commitment Notice even if received after the Commitment Notice Period has ended; (D) the Applicant shall provide prompt written notice to the Bank if it desires to withdraw any previously delivered (but not yet effective) Commitment Notice and (E) the Bank shall have no obligation to agree to any such Commitment Adjustment if the conditions set forth in this Section 2.5(b) or Section 2.5(c) are not satisfied.
(c) Concurrently with the termination or any reduction of the Commitment to zero, the Applicant shall pay all accrued and unpaid letter of credit fees on the Commitment. For the avoidance of doubt, the requirement for each Letter of Credit to be Cash Collateralized as set forth herein shall survive the termination or reduction of the Commitment until such time as each such Letter of Credit expires or is permanently terminated in accordance with its terms.
(d)The following Section 3.8 is hereby added to the Existing Master L/C Agreement in its entirety:
3.8 Retroactive Letters of Credit. If the Applicant so requests in any applicable Application, the Bank may agree to issue a Letter of Credit with an effective date that is before the issuance date of such Letter of Credit (each, a “Retroactive Letter of Credit”). Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, (a) the letter of credit fees set forth in Section 5 shall be deemed to accrue on a Retroactive Letter of Credit as of the effective date thereof, and such accrued fees shall be due and payable in arrears on the last day of the calendar quarter in which such Retroactive Letter of Credit is issued; (b) all Retroactive Letters of Credit shall be Cash Collateralized simultaneously with the issuance thereof and (c) the expiry date of any Retroactive Letter of Credit will be determined based upon the effective date of such Retroactive Letter of Credit regardless of the issuance date thereof.
(e)Section 5 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5 FEES. The Applicant agrees to pay to the Bank the following letter of credit fees: (a) upon the issuance of a Letter of Credit, an issuance fee for each Letter of Credit equal to 0.25% of the initial Stated Amount of such Letter of Credit and (b) on each one-year anniversary of the issuance of each Letter of Credit, a letter of credit fee equal to 0.25% of the average daily undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, at the Bank’s election, (i) the rate applicable to each Letter of Credit shall be increased by 3% at any time that an Event of Default exists and (ii) the Bank reserves the right to change any such fee with the written consent of the Applicant, it being understood that a change in such fees may be required (with the written consent of the Applicant) upon any substantive amendment to this Agreement, including, without limitation, removal of the Cash Collateral requirement. The letter of credit fee set forth in clause (b) above shall be payable in arrears on the last day of each calendar quarter and on the date on which such Letter of Credit expires or is terminated for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated. In addition, with respect to each Letter of Credit, the Applicant agrees to pay to the Bank (i) such fees and expenses as the Bank customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by the Applicant and the Bank.
(f)Section 6 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 6 COMPUTATION OF INTEREST AND FEES. All interest hereunder shall be computed for the actual number of days elapsed on the basis of a year of 365/366 days. All fees hereunder shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The interest rate applicable to Letter of Credit reimbursement obligations shall change simultaneously with each change in the Prime Rate
(g)Section 7 of the Existing Master L/C Agreement is hereby amended by adding the following Sections 7.4 through and including Section 7.8 thereto in their entirety:
7.4 Taxes. All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future Taxes imposed by any taxing authority, except as required by applicable law, rule or regulation, but excluding (a) franchise taxes, (b) taxes imposed on or measured by the Bank’s net income or receipts (however denominated), and (c) any Taxes imposed under FATCA (such non-excluded Taxes being called “Non-Excluded Taxes”).
7.5 Required Withholding or Deduction. If any withholding or deduction from any payment to be made by the Applicant hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will:
(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;
(b) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and
(c) if such Tax is a Non-Excluded Tax, pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required.
7.6 Non-Excluded Taxes. Moreover, if any Non-Excluded Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Non-Excluded Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes on such additional amount) shall equal the amount the Bank would have received had no such Non-Excluded Taxes been asserted.
7.7 Refunds. If the Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified pursuant to this Section 7 (including by the payment of additional amounts pursuant to this Section 7), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 7.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 7.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 7.7 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 7.7 shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other person.
7.8 Exemptions. If the Bank is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement, the Bank shall deliver to the Applicant, at the time or times reasonably requested by the Applicant, such properly completed and executed documentation reasonably requested by the Applicant as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Bank, if reasonably requested by the Applicant, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant as will enable the Applicant to determine whether or not the Bank is subject to any withholding (including backup withholding). Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject the Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Bank.
(h)Section 8 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 8 INCREASED COSTS.
8.1 Changes in Law. If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”):
(a) affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration the Bank’s or such controlling corporation’s policies with respect to capital adequacy) the Bank determines that the amount of such capital is increased as a consequence of this Agreement or the Letters of Credit; or
(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank with respect to letters of credit, or imposes on the Bank any other condition affecting this Agreement or the Letters of Credit, and the Bank determines that the result of any of the foregoing is to increase the cost to, or to impose a cost on, the Bank of issuing or maintaining any Letter of Credit or of making any payment or disbursement under any Letter of Credit, or to reduce the amount of any sum received or receivable by the Bank under this Agreement;
then in the case of clauses (a) and (b) within ten days after demand by the Bank (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand and a calculation thereof in reasonable detail), the Applicant shall pay directly to the Bank such additional amount as will compensate the Bank for such increased capital requirement, such increased cost or such reduction, as the case
may be. Determinations and statements of the Bank pursuant to this Section 8 shall be conclusive absent manifest error.
8.2 Delays in Requests. Failure or delay on the part of the Bank to demand compensation pursuant to this Section shall not constitute a waiver of the Bank’s right to demand such compensation; provided that the Applicant shall not be required to compensate the Bank pursuant to this Section for any increased capital requirements, increased costs incurred or reductions suffered more than nine months prior to the date that the Bank notifies the Applicant of the Change in Law giving rise to such increased capital requirements, increased costs or reductions, and of the Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased capital requirements, increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
8.3 Notice by Bank. The Bank shall promptly notify the Applicant of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in the Bank’s sole judgment, otherwise disadvantageous to the Bank) to mitigate or avoid, any obligation by the Applicant to pay any amount pursuant to this Section 8 (and, if the Bank has given notice of any such event and thereafter such event ceases to exist, the Bank shall promptly so notify the Applicant). Without limiting the foregoing, the Bank will designate a different funding office if such designation will avoid (or reduce the cost to the Applicant of) any such event and such designation will not, in the Bank’s sole judgment, be otherwise disadvantageous to the Bank. The Applicant hereby agrees to pay all reasonable costs and expenses incurred by the Bank in connection with any such designation or assignment.
The provisions of this Section 8 shall survive termination of this Agreement.
(i)The following Section 11.15 is hereby added to the Existing Master L/C Agreement in its entirety:
11.15 Confidentiality. As required by federal law and the Bank’s policies and practices, the Bank may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. The Bank agrees to maintain as confidential all information provided to them by the Applicant and designated as confidential, except that the Bank may disclose such information (a) to Persons employed or engaged by the Bank in evaluating, approving, structuring or administering the Commitment; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 11.15 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Bank to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Bank’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Bank is a party; (f) to any nationally recognized rating agency that requires access to information about the Bank investment portfolio in connection with ratings issued with respect to the Bank; (g) to any affiliate of the Bank or any other Person who may provide bank products to the Applicant; (h) to the Bank’s independent auditors and other professional advisors as to which such information has been identified as confidential, it being understood that any such person shall be
advised of the confidential nature of such information and instructed to keep such information confidential; or (i) that ceases to be confidential through no fault of the Bank. Notwithstanding the foregoing, the Applicant consents to the publication by the Bank of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Bank reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between the Applicant and the Bank conflicts with or contradicts this Section 11.15 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
2.Termination of Certain Existing Loan Documents.
(a)The Loan Documents (as defined by reference in the Original Agreement) specifically set forth on Exhibit A attached to this Side Letter (the “Terminated Documents”) are terminated and of no further force and effect (notwithstanding any prior notice requirements or other conditions to the termination thereof set forth in any such Terminated Document), and the Bank releases the Applicant from its respective obligations under the Terminated Documents except, in each case, to the extent the obligations thereunder and the provisions thereof by their terms expressly survive termination of such Loan Documents.
(b)Notwithstanding anything set forth in this Side Letter to the contrary, (i) the execution of the Existing Master L/C Agreement, the Collateral Addendum and this Side Letter does not constitute a novation, payment or termination of the Applicant’s Liabilities under the Original Agreement with respect to the Existing Letters of Credit, (ii) on and after the date hereof, the liens in the Collateral granted by the Applicant in favor of the Bank shall be as set forth in the Collateral Addendum and (iii) the Bank retains “control” (as defined in Section 9-104(a)(2) of the UCC)) over the Cash Collateral notwithstanding the termination of the Control Agreement (as defined on Exhibit A).
(c)The Applicant hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise under the Existing Letters of Credit and (ii) ratifies and reaffirms the grant of liens granted under the Pledge Agreement (as defined on Exhibit A) in the Collateral to the extent set forth in the Collateral Addendum and confirms and agrees that such Liens hereafter secure all of the Liabilities under the Loan Documents.
3.Countersignature; Counterparts. Please indicate your agreement and acceptance to the foregoing by signing below and returning this Side Letter to us. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one document. This Side Letter may be authenticated by manual signature, facsimile or other electronic means, all of which shall be equally valid. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
4.Governing Law. THIS SIDE LETTER SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
5.Waiver of Jury Trial. EACH OF THE APPLICANT AND, BY EXECUTION OF THIS SIDE LETTER AND ISSUANCE OF ANY LETTER OF CREDIT, THE BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SIDE LETTER OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP
EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES FOLLOW.
EXECUTION VERSION
The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
APPLICANT:
GREENLIGHT REINSURANCE, LTD
By:/s/ Faramarz Romer
Faramarz Romer, Chief Financial Officer
Faramarz Romer, Chief Financial Officer
BANK:
CIBC BANK USA
By:/s/ Amanda Buzdum
Amanda Buzdum, Managing Director
Amanda Buzdum, Managing Director
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Exhibit A to Side Letter
Terminated Documents
1.Credit Agreement dated as of December 22, 2023 by and between Greenlight Reinsurance, Ltd. (“Applicant”) and CIBC Bank USA (“Bank”), as amended from time to time
2.Demand Note (Unsecured Letter of Credit Limit) dated as of December 22, 2023 made by Applicant in favor of Bank, as amended from time to time
3.Demand Note (Letter of Credit Facility) dated as of December 22, 2023 made by Applicant in favor of Bank, as amended from time to time
4.Note (Revolving Credit Facility) dated as of December 22, 2023 made by Applicant in favor of Bank, as amended from time to time
5.Account Pledge Agreement (Account (Cash Collateral)) dated as of December 29, 2023 by and between the Applicant and the Bank, as amended from time to time (the “Pledge Agreement”)
Deposit Account Control Agreement (Pledged Account without Activation) dated as of December 29, 2023 by and among the Applicant and the Bank (both in its capacity as secured party and depository bank), as amended from time to time (the “Control Agreement”)
Error! No document variable supplied.
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Addendum B to Amended and Restated Master Letter of Credit Agreement
This Addendum B to Amended and Restated Master Letter of Credit Agreement is made as April 1, 2026 by Greenlight Reinsurance, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and licensed as a Class D insurance company with the Cayman Islands Monetary Authority under license number 645363 (the “Applicant”) and CIBC Bank USA (the “Bank”). Reference is hereby made to that certain Amended and Restated Master Letter of Credit Agreement dated as of even date herewith between the Applicant and the Bank (the “Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement.
As security for the payment and performance of Applicant’s Liabilities, the Applicant hereby pledges, assigns by way of security and grants to the Bank a lien on and security interest in account number [*******] maintained with the Bank (the “Account”), and all cash and other amounts on deposit or held therein from time to time, and all interest thereon, and all products and proceeds of the foregoing, including any and all commercial paper given in payment of amounts on deposit in the Account (collectively, the “Cash Collateral”). The Applicant understands and agrees that with respect to the Cash Collateral, the Bank shall have the rights of a secured party under the UCC in effect from time to time. While the Bank has this pledge of and security interest in the Account and the Cash Collateral, the Applicant shall not have the right to withdraw or otherwise direct the disbursement of any Cash Collateral including, without limitation, all cash and other amounts in the Account. In addition, the Applicant agrees that upon the Bank’s payment of any drawing under any Letter of Credit, the Bank may, without demand or notice to the Applicant, automatically charge the Account for the amount of any such drawing as reimbursement to the Bank for such drawing, together with the amount of other Liabilities related thereto. The Applicant understands that the Bank’s right to charge the Account to reimburse itself for drawings under the Letters of Credit shall not affect the Applicant’s obligation to reimburse the Bank for any and all such drawings.
The Bank shall maintain the Account as an interest bearing account bearing interest in an amount equal to the higher of (i) zero percent (0%) and (ii) the Effective Federal Funds Rate minus one half of one percent (0.50%). As used herein, the “Effective Federal Funds Rate” means for any day, a fluctuating interest rate equal for each day during such period to the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal Funds effective rate and (b) 0%, or, if such rate is not so published for any day which is a Business Day, the rate determined by the Bank in its reasonable discretion. Bank’s determination of such rate shall be binding and conclusive absent manifest error.
Upon the Applicant’s written request, any funds contained in the Account in excess of the amounts required by the Agreement shall be delivered by the Bank to the Applicant, but in no event later than three (3) Business Days following the Bank’s receipt of such written request.
Upon full payment and performance to the Bank of all Liabilities, and return of the Letters of Credit to the Bank for cancellation, (i) the security interest granted hereby will automatically terminate, (ii) all rights to the Collateral will revert to the Applicant, (iii) the Bank will return to the Applicant or to such other person as the Applicant may direct, the amount of Cash Collateral remaining in the Account, if any, and (iv) the Bank will execute and deliver to the Applicant all termination statements, releases and other documents (without recourse and without representation or warranty) which the Applicant may reasonably, in each case, request that are necessary to evidence such termination and authorize the filing of any such termination, release or other document executed and delivered by the Bank.
Error! No document variable supplied.
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Except as supplemented hereby, the Agreement shall remain in full force and effect. Any reference to the Agreement shall be deemed to include this Addendum. This Addendum shall be governed by and construed in accordance with the laws of the State of New York. The “bank’s jurisdiction”, as such term is used in Section 9-304 of the UCC, is and shall be the State of Illinois.
[The next page is the signature page.]
Error! No document variable supplied.
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EXECUTION VERSION
In Witness Whereof, the Applicant has caused this Addendum to be executed by its duly authorized representatives as of the date first written above.
GREENLIGHT REINSURANCE, LTD.
By:/s/ Faramarz Romer
Faramarz Romer, Chief Financial Officer
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Accepted and Agreed to as of the date first written above.
CIBC Bank USA
By:/s/Amanda Buzdum
Amanda Buzdum, Managing Director
EXHIBIT I TO AMENDED AND RESTATED MASTER LETTER OF CREDIT AGREEMENT
FORM OF COMMITMENT NOTICE
CIBC Bank USA
120 S. LaSalle St.
Chicago, Illinois 60603
Attention: Amanda Buzdum
Email: amanda.buzdum@cibc.com
________ __, 20__
Reference is made to the Amended and Restated Master Letter of Credit Agreement, dated as of April 1, 2026 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “L/C Agreement”), between Greenlight Reinsurance, Ltd. (the “Applicant”) and CIBC Bank USA (the “Bank”). Capitalized terms used herein without definition are used as defined in the L/C Agreement.
Applicant hereby gives you notice, pursuant to Section 2.5 of the L/C Agreement, that it requests a[n] [increase/decrease] to the Commitment in the amount of $[____]1, effective as of [____]2 (the “Commitment Adjustment”). Following the Commitment Adjustment, the revised Commitment will be $[____]. The undersigned hereby certifies (solely in his/her capacity as an officer of the Applicant and not in an individual capacity) that:
(a)after giving effect to the Commitment Adjustment, the sum of the Commitment plus the GRIL Commitment shall equal $[___]3;
(b)no Event of Default shall have occurred and be continuing as of the effective date of such Commitment Adjustment; and
(c)after giving effect to any Commitment Adjustment, the Stated Amount of all Letters of Credit issued under this Agreement shall not exceed the revised Commitment.
GREENLIGHT REINSURANCE, LTD., as Applicant
By:
Name:
Title:
Name:
Title:
Accepted and agreed as of [___]:
CIBC BANK USA
By:
Print Name:
Print Name:
Title:
1 To be an increment of $5,000,000.
2 To be at least five (5) Business Days after the date of this Commitment Notice and not more frequently than once per calendar month.
3 Not to exceed $300,000,000.
MASTER LETTER OF CREDIT AGREEMENT
Dated as of April 1, 2026
THIS MASTER LETTER OF CREDIT AGREEMENT (as amended, supplemented or otherwise modified by the Collateral Addendum, the Side Letter and any Commitment Notice, this “Agreement”) is issued by Greenlight Reinsurance Ireland, Designated Activity Company, a designated activity company incorporated under the laws of Ireland with company number 475022 (“GRIL” or the “Applicant”), in favor of CIBC Bank USA (together with its affiliates that may in the future issue Letters of Credit, the “Bank”).
The Applicant may from time to time request that the Bank issue Letters of Credit for the account of the Applicant. The Applicant agrees that, except as provided below, any such Letter of Credit shall be subject to the terms and provisions of this Agreement, and the Applicant further agrees with and for the benefit of the Bank as follows:
SECTION 1 CERTAIN DEFINITIONS. When used herein the following terms shall have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms and any capitalized terms used but not defined in this Agreement shall have the meanings given thereto in the Side Letter):
Application means, at any time, an application (which shall be in writing, including by facsimile, or made by electronic transmission) for a letter of credit to be issued by the Bank pursuant to this Agreement, specifying (a) the requested issuance date, the amount, the beneficiary and the expiration date of such letter of credit, (b) the documentary requirements for drawing thereunder and (c) such other information as the Bank may reasonably request.
Event of Default means any of the events described in Section 9.1.
ISP means at any time the most recent International Standby Practices issued by the Institute for International Banking Law & Practice, Inc.
Item means any draft, order, instrument, demand or other document drawn or presented, or to be drawn or presented, under any Letter of Credit.
Letter of Credit means any letter of credit (including any Existing Letter of Credit) issued by the Bank for the account of the Applicant under the terms of this Agreement, in each case as amended or otherwise modified from time to time, but excluding any letter of credit (other than any Existing Letter of Credit) that is issued pursuant to an Application which expressly provides that such letter of credit is not issued pursuant to this Agreement. A letter of credit issued by the Bank pursuant to an Application from the Applicant shall be a Letter of Credit hereunder even if another Person is named as the “Applicant” or “Account Party” in such letter of credit. Further, for all purposes of this Agreement, a Letter of Credit shall include any letter of credit issued by a third party bank at the request of the Bank, which letter of credit otherwise complies with the terms of the Application submitted by or on behalf of the Applicant, and all obligations and liabilities of the Applicant in connection therewith shall be deemed to be Liabilities of the Applicant to Bank under this Agreement.
Liabilities means all obligations of the Applicant to the Bank and its successors and assigns, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing or due or to become due, arising out of or in connection with this Agreement, any Letter of Credit, any Application or any instrument or document delivered in connection herewith or therewith.
Person means any natural person, corporation, partnership, trust, limited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity.
Side Letter means that certain side letter of even date herewith by and among the Applicant and the Bank, attached as Addendum A hereto and made a part hereof, as amended from time to time.
UCC means at any time the Uniform Commercial Code as then in effect in the State of New York.
UCP means at any time the most recent Uniform Customs and Practice for Documentary Credits issued by the International Chamber of Commerce.
Unmatured Event of Default means any event which, if it continues uncured will, with lapse of time or notice or both, constitute an Event of Default.
SECTION 2 LETTER OF CREDIT PROCEDURES.
2.1 Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement, the Bank may from time to time issue Letters of Credit for the account of the Applicant; provided that the terms and provisions of each Letter of Credit and the Application therefor shall be consistent with this Agreement or otherwise satisfactory to the Bank in its discretion.
2.2 Applications. Not later than three Business Days prior to the date of the proposed issuance of a Letter of Credit (or such later date as the Bank shall agree), the Applicant shall deliver an Application for such Letter of Credit to the Bank. An Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank.
2.3 Form of Letters of Credit.
(a) The Applicant authorizes the Bank to set forth the terms of each Application in the Letter of Credit corresponding to such Application (and in any amendment thereto) in such language as the Bank in its reasonable discretion deems appropriate, with such variations from such terms as the Bank may in its discretion determine to be necessary (which determination shall be conclusive absent manifest error) and not materially inconsistent with such Application. The Bank may, but shall not be obligated to, request the Applicant to review the form of a Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit unless it shall have objected thereto prior to the requested issuance date of such Letter of Credit. With respect to any other Letter of Credit, the Applicant agrees that such Letter of Credit shall be conclusively presumed to be in proper form unless the Applicant notifies the Bank in writing of any inconsistency in such Letter of Credit within three Business Days of its issuance (or such later date as the Bank shall agree). Upon receipt of timely notice of any discrepancy in any Letter of Credit, the Bank will endeavor to obtain the consent of the beneficiary and any confirming bank for an appropriate modification to such Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent.
(b) The Applicant accepts the risk that a Letter of Credit will be interpreted or applied other than as intended by the Applicant to the extent such Letter of Credit (i) permits presentation at a place other than the place of issuance, (ii) permits application of laws other than the governing law of this Agreement as set forth in Section 11.5 of this Agreement, (iii) requires termination or reduction against a presentation made by the Applicant rather than the beneficiary or (iv) fails to incorporate, or permits the application of rules and practices other than, established letter of credit practices and rules.
2.4 Representations and Warranties. The delivery of each Application shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the
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requested date of issuance of such Letter of Credit, (a) the representations and warranties of the Applicant set forth in Section 4 of this Agreement shall be true and correct as of such requested date as though made on such requested date of issuance and (b) no Event of Default or Unmatured Event of Default shall have then occurred and be continuing or will result from such issuance.
SECTION 3 REIMBURSEMENT OBLIGATIONS; RESPONSIBILITIES, ETC.
3.1 Reimbursement Obligations. The Applicant hereby agrees to reimburse the Bank forthwith upon demand in an amount equal to any payment or disbursement made by the Bank under any Letter of Credit, together with interest on the amount so paid or disbursed by the Bank from and including the date of payment or disbursement to but not including the date the Bank is reimbursed by the Applicant at a rate per annum equal to the Prime Rate from time to time in effect plus 2.50% per annum plus, beginning on the third Business Day after receipt of notice from the Bank of such payment or disbursement, 3% per annum (or, if less, the maximum rate permitted by applicable law). The obligation of the Applicant to reimburse the Bank under this Section 3 for payments and disbursements made by the Bank under any Letter of Credit shall be absolute and unconditional under any and all circumstances, including, without limitation, the following:
(a) any failure of any Item presented under such Letter of Credit to comply strictly with the terms of such Letter of Credit;
(b) the legality, validity, regularity or enforceability of such Letter of Credit or of any Item presented thereunder;
(c) any defense based on the identity of the transferee of such Letter of Credit or the sufficiency of the transfer if such Letter of Credit is transferable;
(d) the existence of any claim, set-off, defense or other right that the Applicant may have at any time against any beneficiary or transferee of such Letter of Credit, the Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or any unrelated transaction;
(e) any Item presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;
(f) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;
(g) waiver by the Bank of any requirement that exists for the Bank’s protection and not the protection of the Applicant or any waiver by the Bank which does not in fact materially prejudice the Applicant;
(h) any payment made by the Bank in respect of an Item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if payment after such date is authorized by the ISP, the UCC or the UCP, as applicable; or
(i) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;
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provided that the Applicant shall not be obligated to reimburse the Bank for any wrongful payment or disbursement made by the Bank under any Letter of Credit as a result of any act or omission constituting gross negligence or willful misconduct on the part of the Bank.
3.2 Discrepancies. The Applicant agrees that it will promptly examine any and all instruments and documents delivered to it from time to time in connection with any Letter of Credit, and if the Applicant has any claim of non-compliance with its instructions or of discrepancies or other irregularity, the Applicant will immediately (and, in any event, within three Business Days or such later date as the Bank shall agree) notify the Bank thereof in writing, and the Applicant shall be deemed to have waived any claim against the Bank unless such notice is given within such time period. Without limiting the foregoing, if the Bank makes any payment or disbursement under a Letter of Credit and the Applicant does not, within three Business Days following the Applicant’s receipt of notice from the Bank of such payment or disbursement (or such later date as the Bank shall agree), send a notice to the Bank objecting to such payment or disbursement and specifying in reasonable detail the discrepancy or irregularity which is the basis for such objection, then the Applicant shall be precluded from making any objection to the Bank’s honor of the presentation with respect to which such payment or disbursement was made (but shall not be precluded from asserting any objection (x) in the case of gross negligence or willful misconduct on the part of the Bank or (y) to any different presentation under the same or a different Letter of Credit).
3.3 Documents. Unless specified to the contrary in the relevant Application or the applicable Letter of Credit, the Applicant agrees that the Bank and its correspondents: (a) may accept as complying with the applicable Letter of Credit any Item drawn, issued or presented under such Letter of Credit which is issued or purportedly issued by an agent, executor, trustee in bankruptcy, receiver or other representative of the party identified in such Letter of Credit as the party permitted to draw, issue or present such Item; and (b) may in its or their reasonable discretion, but shall not be obligated to, accept or honor (i) [reserved]; (ii) any Item which substantially complies under the laws, rules, regulations and general banking or trade customs and usages of the place of presentation, negotiation or payment; (iii) drafts which fail to bear any or adequate reference to the applicable Letter of Credit; (iv) any Item presented to the Bank after the stated expiration date of a Letter of Credit but within any applicable time period during which such Letter of Credit may be honored in accordance with the UCP, the UCC and/or the ISP, as applicable (and, in any event, any Item presented to the Bank on the Business Day immediately following the stated expiration date of any Letter of Credit, if such stated expiration date falls on a day which is not a Business Day); or (v) any Item which substantially complies with the requirements of the UCP, the UCC and/or the ISP, as applicable. In determining whether to pay under any Letter of Credit, the Bank shall have no obligation to the Applicant or any other Person except to confirm that the Items required to be delivered under such Letter of Credit appear to have been delivered and appear on their face to substantially comply with the requirements of such Letter of Credit. For purposes of the foregoing, an Item “substantially complies” unless there are discrepancies in the presentation which appear to be substantial and which reflect corresponding defects in the beneficiary’s performance in the underlying transaction. A discrepancy is not substantial if it is unrelated or immaterial to the nature or amount of the Applicant’s loss. For example, documents honored by the Bank that do not comply with the timing requirements of the Letter of Credit for presenting or dating any required beneficiary statement nonetheless substantially comply if those timing requirements are not material in determining whether the underlying agreement has been substantially performed or violated.
3.4 Exculpation. In addition to the exculpatory provisions contained in the UCP, the UCC and/or the ISP, as applicable, the Bank and its correspondents shall not be responsible for, and the Applicant’s obligation to reimburse the Bank shall not be affected by, (a) compliance with any law, custom or regulation in effect in the country of issuance, presentation, negotiation or
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payment of any Letter of Credit, (b) any refusal by the Bank to honor any Item because of an applicable law, regulation or ruling of any governmental agency, whether now or hereafter in effect, (c) any action or inaction required or permitted under the UCC, the UCP, the ISP or the United Nations Convention on Independent Guarantees and Stand-by Letters of Credit, in each case as applicable, or (d) any act or the failure to act of any agent or correspondent of the Bank appointed or selected in good faith by the Bank, including, without limitation, failure of any such agent or correspondent to pay any Item because of any law, decree, regulation, ruling or interpretation of any governmental agency, except, in each case, to the extent caused by Bank’s, such agent’s or such correspondent’s gross negligence or willful misconduct.
3.5 Risks. The Applicant assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit (it being understood that such assumption is not intended to, and shall not, preclude the Applicant from pursuing any right or remedy it may have against any such beneficiary or transferee). The Applicant further agrees that any action or omission by the Bank under or in connection with any Letter of Credit or any related Item, document or property shall, unless in breach of good faith or constituting gross negligence or willful misconduct, be binding on the Applicant and shall not put the Bank under any resulting liability to the Applicant. Without limiting the foregoing, the Applicant agrees that in no event shall the Bank be liable for incidental, consequential, punitive, exemplary or special damages.
3.6 Limitation on Bank’s Obligations. Without limiting any other provision herein, the Bank is expressly authorized and directed to honor any request for payment which is made under and in compliance with the terms of any Letter of Credit without regard to, and without any duty on the part of the Bank to inquire into, the existence of any dispute or controversy between any of the Applicant, the beneficiary of any Letter of Credit or any other Person, or the respective rights, duties or liabilities of any of them, or whether any facts represented in any Item presented under a Letter of Credit are true or correct. Furthermore, the Applicant agrees that the Bank’s obligation to the Applicant shall be limited to honoring requests for payment made under and in compliance with the terms of any Letter of Credit, and the Bank’s obligation remains so limited even if the Bank has prepared or assisted in the preparation of the wording of any Letter of Credit or any Item required to be presented thereunder and even if the Bank is otherwise aware of the underlying transaction giving rise to any Letter of Credit.
3.7 Automatic Renewal/Extension of Letters of Credit. IF ANY LETTER OF CREDIT CONTAINS ANY PROVISION FOR AUTOMATIC RENEWAL/EXTENSION, THE APPLICANT ACKNOWLEDGES AND AGREES THAT THE BANK IS UNDER NO OBLIGATION TO ALLOW SUCH RENEWAL/EXTENSION TO OCCUR AND ANY SUCH RENEWAL/EXTENSION SHALL REMAIN WITHIN THE SOLE AND ABSOLUTE DISCRETION OF THE BANK. THE APPLICANT AND THE BANK IRREVOCABLY CONSENT TO THE AUTOMATIC RENEWAL/EXTENSION OF EACH SUCH LETTER OF CREDIT IN ACCORDANCE WITH ITS TERMS IF THE BANK ALLOWS SUCH RENEWAL/EXTENSION TO OCCUR; PROVIDED THAT THE APPLICANT SHALL HAVE THE RIGHT TO REQUEST THE BANK TO DISALLOW ANY SUCH RENEWAL/EXTENSION ON THE CONDITION THAT THE APPLICANT SHALL GIVE THE BANK PRIOR WRITTEN NOTICE OF SUCH REQUEST NOT LESS THAN 30 DAYS PRIOR TO THE DEADLINE IMPOSED UPON THE BANK FOR NOTIFICATION TO THE BENEFICIARY OF NON-RENEWAL/EXTENSION OF ANY SUCH LETTER OF CREDIT.
SECTION 4 REPRESENTATIONS AND WARRANTIES. The Applicant represents and warrants to the Bank that:
4.1 Organization, etc. The Applicant is validly existing and in good standing (to the extent the concept is applicable in such jurisdiction, it being acknowledged that this is not a concept applicable in Ireland) under the laws of its jurisdiction of organization; and the Applicant is duly qualified to do business in each jurisdiction where, because of the nature of its activities
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or properties, such qualification is required, except for such jurisdictions where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect.
4.2 Due Authorization; No Conflict. The Applicant is duly authorized to execute and deliver this Agreement, is duly authorized to borrow monies and request Letters of Credit hereunder and is duly authorized to perform its Liabilities under this Agreement. The execution, delivery and performance by the Applicant of this Agreement, and the issuance of Letters of Credit hereunder, do not and will not (i) require any consent or approval of any Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (ii) conflict with (x) any provision of applicable law, (y) the charter, by-laws or other organizational documents of the Applicant or (z) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Applicant or (iii) require, or result in, the creation or imposition of any Lien on any asset of the Applicant (other than Liens in favor of the Bank created pursuant to the Collateral Addendum), except, in the case of the foregoing clauses (i), (ii)(x) or (iii), to the extent the failure to obtain such consent or approval or such conflict would not reasonably be expected to have a Material Adverse Effect.
4.3 Validity and Binding Nature. This Agreement is the legal, valid and binding obligation of the Applicant, enforceable against the Applicant in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.
4.4 Approvals. No authorization, approval or consent of, or notice to or filing with, any governmental or regulatory authority is required to be made in connection with the execution and delivery by the Applicant of this Agreement or the issuance of any Letter of Credit for the account of the Applicant pursuant hereto, except to the extent the failure to obtain such authorization, approval or consent, to provide such notice or to make such filing, would not reasonably be expected to have a Material Adverse Effect.
SECTION 5 FEES. The Applicant agrees to pay the Bank all fees of the Bank (at the rates specified by the Bank from time to time in schedules delivered by the Bank to the Applicant) with respect to each Letter of Credit (including, without limitation, all fees associated with any amendment to, drawing under, banker's acceptance pursuant to, or transfer of a Letter of Credit), such fees to be payable on demand by the Bank therefor. As of the date of this Agreement, such fees are as set forth on Exhibit A attached hereto.
SECTION 6 [RESERVED].
SECTION 7 MAKING OF PAYMENTS.
7.1 Payments in General. All payments of principal of, or interest on, letter of credit reimbursement obligations, all payments of fees and all other payments hereunder shall be made by the Applicant in immediately available funds to the Bank at its principal office in Chicago not later than 12:00 P.M., Chicago time, on the date due, and funds received after that time shall be deemed to have been received by the Bank on the next Business Day. If any payment of principal, interest or fees falls due on a day which is not a Business Day, then such due date shall be extended to the next Business Day, and additional interest shall accrue and be payable for the period of such extension.
7.2 Debiting of Accounts. The Applicant irrevocably agrees that, at any time an Event of Default exists, the Bank or any affiliate thereof that has issued a Letter of Credit may (but neither the Bank nor any such affiliate shall be obligated to), debit any deposit account of the Applicant in an amount sufficient to pay any fee, reimbursement obligation or other amount that is due and
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payable hereunder. The Bank or the applicable affiliate shall promptly notify the Applicant of any such debit (but failure of the Bank or any such affiliate to do so shall not impair the effectiveness thereof or impose any liability on the Bank or such affiliate).
7.3 Reimbursement Obligations. The Applicant shall reimburse the Bank for each payment under a Letter of Credit in the same currency in which such payment was made; provided that, if the Bank so requests (in its discretion), the Applicant shall reimburse the Bank in United States dollars for any payment under a Letter of Credit made in a foreign currency at the rate at which the Bank could sell such foreign currency in exchange for United States dollars for transfer to the place of payment of such payment or, if there is no such rate, the United States dollar equivalent of the Bank’s actual cost of settlement. The Applicant agrees to pay the Bank on demand in United States dollars such amounts as the Bank may be required to expend to comply with any and all governmental exchange regulations now or hereafter applicable to the purchase of foreign currency.
SECTION 8 [RESERVED].
SECTION 9 EVENTS OF DEFAULT AND THEIR EFFECT.
9.1 Events of Default. Each of the following shall constitute an Event of Default under this Agreement:
(a) Non-Payment of Liabilities, etc. Default in the payment when due of the reimbursement obligations set forth herein; or default, and continuance thereof for five (5) days, in the payment when due of any interest, fee or other amount payable by Applicant hereunder or under any other Loan Document.
(b) Bankruptcy, etc. The Applicant or any guarantor of the Liabilities shall become insolvent or admit in writing its inability to pay debts as they mature, or the Applicant or any such guarantor shall apply for, consent to or acquiesce in the appointment of a trustee or receiver, or in the absence of such application, consent or acquiescence, a trustee or receiver is appointed for the Applicant or any such guarantor, or any proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Applicant or any such guarantor and, if instituted against the Applicant or such guarantor, remains for 60 days undismissed, unstayed, undischarged and unbonded, or any writ of attachment is issued against any substantial portion of the Applicant’s or any such guarantor’s property and is not released within 60 days of service, or the Applicant or any such guarantor takes any action to authorize, or in furtherance of, any of the foregoing.
(c) Other Agreements with Bank. Any “Event of Default” shall occur under the terms of the Parent Credit Agreement for so long as such “Event of Default” is unremedied and not waived by the requisite lenders under the Parent Credit Agreement.
(d) Representations and Warranties. Any representation or warranty made by the Applicant herein or in any writing furnished in connection with or pursuant to this Agreement shall be false or misleading in any material respect on the date made.
9.2 Effect of Event of Default. If any Event of Default described in Section 9.1(b) shall occur, all Liabilities shall immediately become due and payable and the Applicant shall immediately become obligated to deliver to the Bank Cash Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit; and if any other Event of Default shall occur and be continuing, the Bank may declare all Liabilities to be due and payable and may demand that the Applicant immediately deliver to the Bank Cash
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Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit, whereupon all Liabilities shall become immediately due and payable and the Applicant shall immediately become obligated to deliver to the Bank Cash Collateral (to the extent not previously delivered) in an amount equal to the face amount of all outstanding Letters of Credit. The Bank shall promptly advise the Applicant of any such declaration, but failure to do so shall not impair the effect of such declaration. All Cash Collateral, and the products and proceeds thereof, if any, shall be held by the Bank and applied to Liabilities arising in connection with any drawing under a Letter of Credit. After all Letters of Credit have been fully drawn, expired or been terminated, such Cash Collateral shall be applied by the Bank, first, to any remaining Liabilities, second, if an Event of Default has occurred and is continuing, any other liabilities of the Applicant to the Bank under the Loan Documents, and third, any excess shall be delivered to the Applicant or as a court of competent jurisdiction may direct.
SECTION 10 SECURITY.
10.1 Security Interest. This Agreement and the Liabilities hereunder are secured pursuant to the Collateral Addendum.
10.2 Rights and Remedies. The Bank shall have all rights and remedies of a secured party under the UCC. If prior notice to the Applicant is required for any action under the UCC, the Bank shall give the Applicant at least ten days’ notice in writing of the event giving rise to such required notice, and the Applicant agrees that such notice will be deemed commercially reasonable. Any property or document representing collateral may be held by the Bank in its name or in the name of the Bank’s nominee, all without prior notice.
SECTION 11 GENERAL.
11.1 Waiver; Amendments. No delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement shall be effective unless the same shall be in writing and signed and delivered by the Bank and the Applicant, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
11.2 Notices.
(a) Except as otherwise expressly provided herein, all notices hereunder shall be in writing (including facsimile and electronic transmission, which shall be considered original writings). Notices given by mail shall be deemed to have been given three Business Days after the date sent if sent by registered or certified mail, postage prepaid, to the applicable party at its address shown below its signature hereto or at such other address as such party may, by written notice received by the other party to this Agreement, have designated as its address for notices. Notices given by facsimile or electronic transmission shall be deemed to have been given when sent. Notices sent by any other means shall be deemed to have been given when received (or when delivery is refused).
(b) The Bank may rely on any writing (including any facsimile, any electronic transmission or any information on a computer disk or similar medium which may be reduced to writing), or any telephonic or other oral message or instruction (including, without limitation, any oral waiver of any discrepancy with respect to any Item), that the Bank
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believes in good faith to have been received from an authorized officer, employee or representative of the Applicant, and the Bank shall not be liable for any action taken in good faith with respect to any writing, message or instruction from an unauthorized person. The Bank shall not be under any duty to verify the identity of any person submitting any Application or other writing or making any other communication hereunder. Notwithstanding the foregoing, the Bank is not obligated to recognize the authenticity of any request to issue, amend, honor or otherwise act on any Letter of Credit that is not evidenced to the Bank’s satisfaction by a writing originally signed by a person the Applicant has certified is authorized to act for the Applicant hereunder or by a message or instruction authenticated to the Bank’s satisfaction.
11.3 Costs, Expenses; Indemnification.
(a) The Applicant agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Bank (including Attorney Costs) in connection with the preparation, execution, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs) incurred by the Bank after an Event of Default in connection with the collection of the Liabilities or the enforcement of this Agreement, the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof.
(b) IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE BANK AND THE AGREEMENT TO ISSUE LETTERS OF CREDIT, THE APPLICANT HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD BANK AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE BANK (EACH A “BANK PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES, INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY BANK PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE BANK PARTIES, EXCEPT FOR ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE BANK PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE APPLICANT HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 11.3 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT. THIS SECTION 11.3 SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY NON-TAX CLAIM.
(c) Without limiting clause (b), the Applicant agrees to indemnify the Bank, and to hold the Bank harmless from, any loss or expense incurred by the Bank as a result of any judgment or order being given or made for the payment of any amount due hereunder in a particular currency (the “Currency of Account”) and such judgment or order being
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expressed in a currency (the “Judgment Currency”) other than the Currency of Account and as a result of any variation having occurred in the rate of exchange between the date on which such amount is converted into the Judgment Currency and the date of actual payment pursuant thereto. The foregoing indemnity shall constitute a separate and independent obligation of the Applicant.
(d) All obligations provided for in this Section 11.3 shall survive any termination of this Agreement.
11.4 Captions. Section captions used in this Agreement are for convenience only and shall not affect the construction of this Agreement.
11.5 Governing Law. This Agreement shall be a contract made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to conflict of laws principles. Except to the extent inconsistent with such state law or otherwise expressly stated in any Letter of Credit, each Letter of Credit and this Agreement also are subject to the terms of (i) with respect to matters relating to standby Letters of Credit and Applications therefor, the ISP, and (ii) with respect to matters relating to commercial Letters of Credit and Applications therefor, the UCP. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All obligations of the Applicant and rights of the Bank expressed herein shall be in addition to and not in limitation of those provided by applicable law.
11.6 Counterparts; E-Signature. This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Bank shall be deemed to be originals.
11.7 Successors and Assigns. This Agreement shall be binding upon the Applicant, the Bank and their respective successors and assigns, provided that the Applicant may not assign any of its rights or obligations hereunder without the prior written consent of the Bank.
11.8 Right of Bank to Act through Branches and Affiliates. The Bank may cause any Letter of Credit requested by the Applicant to be issued by a branch or affiliate of the Bank, and all references to the “Bank” herein or in any related document shall include each applicable branch or affiliate.
11.9 Foreign Assets Control Regulations; USA Patriot Act Notice. The Applicant certifies that no transaction in foreign commodities covered by any Application will be prohibited under the foreign assets control regulations of the United States Treasury Department and that any importation related to any Letter of Credit will conform with all other applicable laws, rules and regulations, except where failure to conform to such other laws, rules and regulations would not reasonably be expected to have a Material Adverse Effect. The Applicant shall (a) ensure, and cause each subsidiary to ensure, that no person who owns a controlling interest in or otherwise controls the Applicant or any subsidiary is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the Letters of Credit or the proceeds of the Letter of Credits to violate any of the foreign asset control regulations of OFAC or any enabling statute
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or Executive Order relating thereto, and (c) comply, and cause each subsidiary to comply, with all applicable Bank Secrecy Act (“BSA”) laws and regulations, as amended. The Bank hereby notifies the Applicant that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and the Bank’s policies and practices, the Bank is required to obtain, verify and record certain information and documentation that identifies the Applicant, which information includes the name and address of the Applicant and such other information that will allow the Bank to identify the Applicant in accordance with the Act.
11.10 Mitigation; Limitation of Liability. The Applicant agrees to use commercially reasonable efforts to avoid or reduce the amount of any damages which may be claimed against the Bank. For example, (a) in the case of wrongful honor, the Applicant agrees to use commercially reasonable efforts to enforce its rights arising out of the underlying transaction (except to the extent that enforcement is impractical due to the insolvency of the beneficiary or other Person from whom the Applicant might otherwise recover), and (b) in the case of wrongful dishonor, the Applicant agrees to use commercially reasonable efforts to act specifically and timely to authorize the Bank to effect a cure and give written assurances to the beneficiary that a cure is being arranged. The Applicant’s aggregate remedies against the Bank for honoring a presentation or retaining honored documents in breach of the Bank’s obligations to the Applicant (whether arising under this Agreement, applicable letter of credit practice or law, or any other agreement or law) are limited to the aggregate amount paid by the Applicant to the Bank with respect to the honored presentation.
11.11 Subrogation. The Bank shall be subrogated (for purposes of defending against the Applicant’s claims and proceeding against others to the extent of any liability of the Bank to the Applicant) to the Applicant’s rights against any Person who may be liable to the Applicant on any underlying transaction, to the rights of any holder in due course or Person with similar status against the Applicant and to the rights of the beneficiary of any Letter of Credit or its assignee or any Person with similar status against the Applicant.
11.12 [Reserved]
11.13 Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY APPLICATION, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE BANK’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE APPLICANT HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION. THE APPLICANT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS SET FORTH BENEATH ITS SIGNATURE HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE BANK AS ITS ADDRESS FOR NOTICES HEREUNDER) OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. THE APPLICANT EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
11.14 Waiver of Jury Trial. EACH OF THE APPLICANT AND, BY ISSUING ANY LETTER OF CREDIT, THE BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
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DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
[Signature Pages Follow.]
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The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
APPLICANT:
GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY
By:/s/ Patrick O’Brien
Patrick O’Brien, Director
Patrick O’Brien, Director
Greenlight Reinsurance Ireland, Designated Activity Company
50 City Quay
Dublin 2
DO2 F588
Attention: Edward Brady
Email: eamon@greenlightre.com
BANK:
CIBC BANK USA
By:/s/ Amanda Buzdum
Amanda Buzdum, Managing Director
Amanda Buzdum, Managing Director
CIBC Bank USA
120 S. LaSalle St, Chicago, IL 60603
Attention: Amanda Buzdum
Email: Amanda.buzdum@cibc.com
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ADDENDUM A
[Attached]
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CONFIDENTIAL
CIBC Bank USA
120 S. LaSalle St.
Chicago, Illinois 60603
120 S. LaSalle St.
Chicago, Illinois 60603
April 1, 2026
Greenlight Reinsurance Ireland, Designated Activity Company
50 City Quay
Dublin 2
D02F588
Attention: Edward Brady
Email: eamon@greenlightre.com
This is the “Side Letter” (this “Side Letter”) referred to in that certain Master Letter of Credit Agreement of even date herewith (the “Existing Master L/C Agreement”, as amended by the Collateral Addendum, this Side Letter and any Commitment Notice, the “Master L/C Agreement”) by and between Greenlight Reinsurance Ireland, Designated Activity Company, a designated activity company incorporated under the laws of Ireland with company number 475022 (the “Applicant”) and CIBC Bank USA (together with its affiliates that may in the future issue Letters of Credit, “Bank”). Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the Existing Master L/C Agreement.
For good and valuable consideration, Applicant and Bank hereby agree as follows:
1.Amendments to Existing Master L/C Agreement. The Existing Master L/C Agreement is hereby amended as follows
(a)The following definitions are hereby added to Section 1 of the Existing Master L/C Agreement in their entirety:
Attorney Costs means all reasonable and documented fees and charges of one law firm to the Bank (including one local counsel law firm in each relevant jurisdiction to the extent reasonably necessary); provided, however, if a conflict of interest exists and a party affected by such conflict retains its own counsel, Attorney Costs shall include all reasonable and documented fees and charges of another firm of counsel for such affected party.
Business Day means any day on which the Bank is open for commercial banking business at its principal office in Chicago, Illinois.
Cash Collateral has the meaning given to such term in the Collateral Addendum.
Cash Collateralize means to deliver Cash Collateral to the Bank, to be held as Cash Collateral for outstanding Letters of Credit, pursuant to the terms of the Collateral Documents in an amount equal to the Stated Amount of the applicable Letter of Credit. Derivatives of such term have corresponding meanings.
Code means the Internal Revenue Code of 1986, as amended from time to time and any successor statute.
Collateral means the Applicant’s assets subject to the Collateral Addendum.
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Collateral Addendum means Addendum B to this Master Letter of Credit Agreement by and among the Applicant and the Bank attached hereto and made a part hereof, as amended from time to time.
Collateral Documents means, collectively, the Collateral Addendum, and any other agreement or instrument pursuant to which the Applicant or any other Person grants or purports to grant collateral to the Bank to secure the Liabilities or otherwise relates to such collateral.
Commitment means the Bank’s commitment to issue Letters of Credit under this Agreement in an aggregate amount not to exceed, initially, $50,000,000, as such amount may be increased or decreased from time to time pursuant to Section 2.5(b).
Commitment Adjustment has the meaning given to such term in Section 2.5(b).
Commitment Notice means a notice for an increase or decrease to the Commitment pursuant to Section 2.5(b) in substantially the form attached hereto as Exhibit I.
Commitment Notice Period has the meaning given to such term in Section 2.5(b).
Existing Letters of Credit means the letters of credit issued by the Bank for the account of the Applicant prior to the date hereof pursuant to the Greenlight Re Master L/C Agreement that are outstanding as of the date hereof.
FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor or version that is substantially compatible and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into by the United States pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.
Governmental Authority means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Greenlight Re Commitment has the meaning given to the term “Commitment” in the Greenlight Re Master L/C Agreement from time to time.
Greenlight Re Master L/C Agreement means, the Amended and Restated Master Letter of Credit Agreement, dated as of the date hereof, by and between Greenlight Reinsurance, Ltd. and Bank, as may be amended, restated, duplicated, replaced or otherwise modified from time to time.
Ireland means Ireland exclusive of Northern Ireland.
Lender means the Bank, together with each of its permitted successors and assigns in such capacity
Loan Documents means, collectively, this Agreement, the Letters of Credit, the Applications, the Collateral Documents, the Side Letter, any Commitment Notice and all documents, instruments and agreements delivered in connection with the foregoing.
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Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business or properties of the Applicant, (b) a material impairment of the ability of the Applicant to perform any of the material obligations (as determined by the Bank in its reasonable discretion) under this Agreement, (c) a material adverse effect upon any substantial portion of the Collateral or upon the legality, validity, binding effect or enforceability against the Applicant of any material Loan Document (as determined by the Bank in its reasonable discretion) or (d) a material impairment of the Bank’s rights and remedies under this Agreement and the other Loan Documents, taken as a whole.
Parent Credit Agreement means that certain Credit Agreement dated as of June 16, 2023 by and among Greenlight Capital Re, Ltd., the other “Loan Parties” thereunder, the financial institutions that are or may from time to time become parties thereto and CIBC Bank USA, as administrative agent for the lenders, as amended by that certain First Amendment to Credit Agreement dated as of September 3, 2025 and as may be further amended, restated or otherwise modified from time to time.
Prime Rate means, for any day, the rate of interest in effect for such day as announced from time to time by the Bank as its prime rate (whether or not such rate is actually charged by the Bank), which is not intended to be the Bank’s lowest or most favorable rate of interest at any one time. The Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. Any change in the Prime Rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change; provided that the Bank shall not be obligated to give notice of any change in the Prime Rate.
Qualifying Lender means:
(a) a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Loan Document and is:
(i) a bank (within the meaning of section 246(1) TCA) which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3)(a) TCA;
(ii) a body corporate:
(A) which is resident for the purposes of Tax in a Relevant Territory (residence for these purposes to be determined in accordance with the laws of the Relevant Territory of which the Lender claims to be resident) where that Relevant Territory imposes a Tax that generally applies to interest receivable in that Relevant Territory by companies from sources outside that Relevant Territory; or
(B) where interest payable to it under a Loan Document:
(1) is exempted from the charge to Irish income tax under a Treaty in force between Ireland and the country in which the Lender is resident for tax purposes; or
(2) would be exempted from the charge to Irish income tax under a Treaty signed between Ireland and the country in which the Lender is resident for tax purposes if such a Treaty had the force of law by virtue of section 826(1) TCA when the interest was paid;
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provided that in the case of both paragraphs (A) and (B) above such interest is not paid to the body corporate in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or
(iii) a company that is incorporated in the US and is taxed in the US on its worldwide income, provided that such interest is not paid to the US company in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or
(iv) a US limited liability company (“LLC”) where the ultimate recipients of the interest payable to that LLC under a Loan Document are themselves Qualifying Lenders within paragraphs (ii) or (iii) of this definition and the business conducted through the LLC is so structured for non-tax commercial reasons and not for tax avoidance purposes, provided such interest is not paid to the LLC or the ultimate recipients of the interest in connection with a trade or business which is carried on in Ireland through a branch or agency;
(v) a body corporate:
(A) which advances money in the ordinary course of a trade which includes the lending of money;
(B) in whose hands the interest payable in respect of money so advanced is taken into account in computing the trading income of such company; and
(C) which has complied with the notification requirements under section 246(5)(a) TCA; or
(vi) a Treaty Lender.
Relevant Territory means: (a) member state of the European Union (other than Ireland); or (b) not being such a member state, a territory with which Ireland has a Treaty in force by virtue of section 826(1) TCA; or (c) not being a territory referred to in (a) or (b) of this definition, a territory with which Ireland has signed such a Treaty which will come into force once all the ratification procedures set out in section 826(1) TCA have been completed.
Retroactive Letter of Credit has the meaning given to such term in Section 3.3
Revenue Commissioners means the Revenue Commissioners of Ireland.
Stated Amount means, with respect to any Letter of Credit at any date of determination, (a) the maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit required to be reimbursed by the Applicant pursuant to this Agreement.
Taxes means any and all present and future taxes, duties, levies, imposts, deductions, assessments, charges or withholdings (including backup withholding), and any interest and penalties and other additions to taxes with respect to the foregoing.
TCA means the Taxes Consolidation Act 1997 of Ireland (as amended).
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Termination Date means the earlier to occur of (a) December 22, 2027; provided, however, that the Commitment shall automatically be extended for additional one-year terms unless the Bank or the Applicant provided the other party at least 120 days written notice of its desire not to extend before the then applicable Termination Date; and (b) the date on which the Commitment terminates pursuant to Section 2.5.
Treaty Lender means a Lender (other than a Lender falling within paragraph (ii), (iii) or (iv) of the definition of Qualifying Lender) which:
(a) is treated as a resident of a Treaty State for the purposes of the Treaty;
(b) does not carry on a business in the Ireland through a permanent establishment with which that Lender's participation in this Agreement is effectively connected; and
(c) fulfils any other conditions which must be fulfilled under the relevant Treaty by residents of that Treaty State in order for such residents to obtain exemption from tax imposed by Ireland on interest, subject to the completion of any necessary procedural formalities.
Treaty State means a jurisdiction having a double taxation agreement (a "Treaty") with Ireland which makes provision for full exemption from tax imposed by Ireland on interest.
(b)Section 2.1 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
2.1 Issuance of Letters of Credit.
(a) Subject to the terms and conditions of this Agreement, the Bank agrees to issue Letters of Credit in Dollars (or in British Pounds, Canadian Dollars, Euros, Australian Dollars or Japanese Yen using a conversion rate reasonably acceptable to Bank in consultation with the Applicant) from time to time for the account of the Applicant; provided that:
(i) after giving effect to such Letter of Credit, the aggregate Stated Amount of all Letters of Credit issued under this Agreement shall in no event exceed the Commitment;
(ii) such Letter of Credit is Cash Collateralized;
(iii) such Letter of Credit is issued on or before the Termination Date; and
(iii) the terms and provisions of each Letter of Credit and the Application therefor shall be satisfactory to the Bank in its discretion.
(b) On the date hereof, the Existing Letters of Credit shall be rolled over and shall be deemed to be Letters of Credit that have been issued pursuant to this Section 2.1, and accordingly, the Existing Letters of Credit shall be entitled to receive all of the benefits of, and be bound by, the terms contained herein and in the other Loan Documents, it being understood that any accrued and unpaid fees associated with the Existing Letters of Credit shall remain due and owing following such roll over.
(c)The following Section 2.5 is hereby added to the Existing Master L/C Agreement in its entirety:
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2.5 Termination, Reduction and Increase of the Commitment.
(a) The Commitment shall terminate automatically on the Termination Date.
(b) From time to time, the Applicant may request increases or decreases to the Commitment (each, a “Commitment Adjustment”) which shall be effective upon satisfaction of the following conditions:
(i) the Applicant shall have delivered a Commitment Notice to the Bank at least five (5) Business Days prior to the requested effective date of such Commitment Adjustment unless otherwise approved by the Bank (the “Commitment Notice Period”);
(ii) each Commitment Adjustment shall be in increments of $5,000,000 and shall not occur more frequently than once in each calendar month unless otherwise approved by the Bank;
(iii) the sum of the Commitment (after giving effect to such Commitment Adjustment) plus the Greenlight Re Commitment shall in no event exceed $300,000,000;
(iv) no Event of Default shall have occurred and be continuing as of the effective date of such Commitment Adjustment;
(v) after giving effect to any Commitment Adjustment, the Stated Amount of all Letters of Credit issued under this Agreement shall not exceed the revised Commitment; and
(vi) the Applicant shall have received a countersigned Commitment Notice from the Bank, it being understood as follows: (A) the Bank may need to receive internal credit approval for any Commitment Adjustment; (B) the Bank will use commercially reasonable efforts to return the countersigned Commitment Notice within the Commitment Notice Period; (C) no Commitment Adjustment will be effective until the Applicant’s receipt of such countersigned Commitment Notice even if received after the Commitment Notice Period has ended; (D) the Applicant shall provide prompt written notice to the Bank if it desires to withdraw any previously delivered (but not yet effective) Commitment Notice and (E) the Bank shall have no obligation to agree to any such Commitment Adjustment if the conditions set forth in this Section 2.5(b) or Section 2.5(c) are not satisfied.
(c) Concurrently with the termination or any reduction of the Commitment to zero, the Applicant shall pay all accrued and unpaid letter of credit fees on the Commitment. For the avoidance of doubt, the requirement for each Letter of Credit to be Cash Collateralized as set forth herein shall survive the termination or reduction of the Commitment until such time as each such Letter of Credit expires or is permanently terminated in accordance with its terms.
(d)The following Section 3.8 is hereby added to the Existing Master L/C Agreement in its entirety:
3.8 Retroactive Letters of Credit. If the Applicant so requests in any applicable Application, the Bank may agree to issue a Letter of Credit with an effective date that is before the issuance date of such Letter of Credit (each, a “Retroactive Letter of Credit”). Notwithstanding anything in this Agreement or the other Loan Documents to
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the contrary, (a) the letter of credit fees set forth in Section 5 shall be deemed to accrue on a Retroactive Letter of Credit as of the effective date thereof, and such accrued fees shall be due and payable in arrears on the last day of the calendar quarter in which such Retroactive Letter of Credit is issued; (b) all Retroactive Letters of Credit shall be Cash Collateralized simultaneously with the issuance thereof and (c) the expiry date of any Retroactive Letter of Credit will be determined based upon the effective date of such Retroactive Letter of Credit regardless of the issuance date thereof.
(e)Section 5 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 5 FEES. The Applicant agrees to pay to the Bank the following letter of credit fees: (a) upon the issuance of a Letter of Credit, an issuance fee for each Letter of Credit equal to 0.25% of the initial Stated Amount of such Letter of Credit and (b) on each one-year anniversary of the issuance of each Letter of Credit, a letter of credit fee equal to 0.25% of the average daily undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, at the Bank’s election, (i) the rate applicable to each Letter of Credit shall be increased by 3% at any time that an Event of Default exists and (ii) the Bank reserves the right to change any such fee with the written consent of the Applicant, it being understood that a change in such fees may be required (with the written consent of the Applicant) upon any substantive amendment to this Agreement, including, without limitation, removal of the Cash Collateral requirement. The letter of credit fee set forth in clause (b) above shall be payable in arrears on the last day of each calendar quarter and on the date on which such Letter of Credit expires or is terminated for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is due or, if earlier, the date on which such Letter of Credit expired or was terminated. In addition, with respect to each Letter of Credit, the Applicant agrees to pay to the Bank (i) such fees and expenses as the Bank customarily requires in connection with the issuance, negotiation, processing and/or administration of letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by the Applicant and the Bank.
(f)Section 6 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 6 COMPUTATION OF INTEREST AND FEES. All interest hereunder shall be computed for the actual number of days elapsed on the basis of a year of 365/366 days. All fees hereunder shall be computed for the actual number of days elapsed on the basis of a year of 360 days. The interest rate applicable to Letter of Credit reimbursement obligations shall change simultaneously with each change in the Prime Rate
(g)Section 7 of the Existing Master L/C Agreement is hereby amended by adding the following Sections 7.4 through and including Section 7.9 thereto in their entirety:
7.4 Taxes. All payments by the Applicant hereunder shall be made free and clear of and without deduction for any present or future Taxes imposed by any taxing authority, except as required by applicable law, rule or regulation, but excluding (a) franchise taxes, (b) taxes imposed on or measured by the Bank’s net income or receipts (however denominated), (c) any withholding Tax imposed by Ireland on a payment, if on the date on which the payment falls due, the payment could have been made to the recipient without such withholding Tax if the recipient were a Qualifying Lender on such date, but on such date (i) such recipient is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, double taxation
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agreement or treaty, or any published practice or concession of any relevant taxing authority or (ii) the relevant Lender is a Treaty Lender and the Applicant is able to demonstrate that the payment could have been made to the recipient without such withholding Tax had the Lender complied with its obligations under Section 7.8, and (d) any Taxes imposed under FATCA (such non-excluded Taxes being called “Non-Excluded Taxes”).
7.5 Required Withholding or Deduction. If any withholding or deduction from any payment to be made by the Applicant hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Applicant will:
(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;
(b) promptly forward to the Bank an official receipt or other documentation satisfactory to the Bank evidencing such payment to such authority; and
(c) if such Tax is a Non-Excluded Tax, pay to the Bank such additional amount as is necessary to ensure that the net amount actually received by the Bank will equal the full amount the Bank would have received had no such withholding or deduction been required.
7.6 Non-Excluded Taxes. Moreover, if any Non-Excluded Taxes are directly asserted against the Bank or on any payment received by the Bank hereunder, the Bank may pay such Non-Excluded Taxes and the Applicant will promptly pay such additional amount (including any penalty, interest or expense) as is necessary in order that the net amount received by the Bank after the payment of such Non-Excluded Taxes (including any Non-Excluded Taxes on such additional amount) shall equal the amount the Bank would have received had no such Non-Excluded Taxes been asserted.
7.7 Refunds. If the Bank determines, in its sole discretion exercised in good faith, that it has received a refund of any Non-Excluded Taxes as to which it has been indemnified pursuant to this Section 7 (including by the payment of additional amounts pursuant to this Section 7), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 7.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 7.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 7.7 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 7.7 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other person.
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7.8 Exemptions. If the Bank is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement, the Bank shall deliver to the Applicant, at the time or times reasonably requested by the Applicant, such properly completed and executed documentation reasonably requested by the Applicant as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Bank, if reasonably requested by the Applicant, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Applicant as will enable the Applicant to determine whether or not the Bank is subject to any withholding (including backup withholding) or information reporting requirements and to enable the Applicant to comply with applicable reporting obligations under Irish tax law. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Bank’s reasonable judgment such completion, execution or submission would subject the Bank to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Bank.
7.9 Qualifying Lenders. Without limiting the generality of the foregoing:
(a) The Bank hereby represents for the benefit of the Applicant that it is a Qualifying Lender as of the effective date of this Agreement. The Bank agrees to notify the Applicant promptly upon it becoming aware that it ceases to be a Qualifying Lender.
(b) A Treaty Lender and the Applicant which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Applicant to make that payment without deduction of Irish withholding Tax.
(c) The Bank shall on request of the Applicant, supply such accurate and correct information as is required to enable the Applicant to comply with its obligations pursuant to sections 891A, 891E, 891F and 891G of the TCA and all regulations made pursuant to those sections.
(h)Section 8 of the Existing Master L/C Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 8 INCREASED COSTS.
8.1 Changes in Law. If, after the date hereof, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (any of the foregoing, a “Change in Law”):
(a) affects or would affect the amount of capital required or expected to be maintained by the Bank or any corporation controlling the Bank and (taking into consideration the Bank’s or such controlling corporation’s policies with respect to capital adequacy) the Bank determines that the amount of such capital is increased as a consequence of this Agreement or the Letters of Credit; or
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(b) imposes, modifies or deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Bank with respect to letters of credit, or imposes on the Bank any other condition affecting this Agreement or the Letters of Credit, and the Bank determines that the result of any of the foregoing is to increase the cost to, or to impose a cost on, the Bank of issuing or maintaining any Letter of Credit or of making any payment or disbursement under any Letter of Credit, or to reduce the amount of any sum received or receivable by the Bank under this Agreement;
then in the case of clauses (a) and (b) within ten days after demand by the Bank (which demand shall be accompanied by a statement setting forth in reasonable detail the basis of such demand and a calculation thereof in reasonable detail), the Applicant shall pay directly to the Bank such additional amount as will compensate the Bank for such increased capital requirement, such increased cost or such reduction, as the case may be. Determinations and statements of the Bank pursuant to this Section 8 shall be conclusive absent manifest error.
8.2 Delays in Requests. Failure or delay on the part of the Bank to demand compensation pursuant to this Section shall not constitute a waiver of the Bank’s right to demand such compensation; provided that the Applicant shall not be required to compensate the Bank pursuant to this Section for any increased capital requirements, increased costs incurred or reductions suffered more than nine months prior to the date that the Bank notifies the Applicant of the Change in Law giving rise to such increased capital requirements, increased costs or reductions, and of the Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased capital requirements, increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
8.3 Notice by Bank. The Bank shall promptly notify the Applicant of any event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in the Bank’s sole judgment, otherwise disadvantageous to the Bank) to mitigate or avoid, any obligation by the Applicant to pay any amount pursuant to this Section 8 (and, if the Bank has given notice of any such event and thereafter such event ceases to exist, the Bank shall promptly so notify the Applicant). Without limiting the foregoing, the Bank will designate a different funding office if such designation will avoid (or reduce the cost to the Applicant of) any such event and such designation will not, in the Bank’s sole judgment, be otherwise disadvantageous to the Bank. The Applicant hereby agrees to pay all reasonable costs and expenses incurred by the Bank in connection with any such designation or assignment.
The provisions of this Section 8 shall survive termination of this Agreement.
(i)The following Section 11.15 is hereby added to the Existing Master L/C Agreement in its entirety:
11.15 Confidentiality. As required by federal law and the Bank’s policies and practices, the Bank may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services. The Bank agrees to maintain as confidential all information provided to them by the Applicant and designated as confidential, except that the Bank may disclose such information (a) to Persons
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employed or engaged by the Bank in evaluating, approving, structuring or administering the Commitment; (b) to any assignee or participant or potential assignee or participant that has agreed to comply with the covenant contained in this Section 11.15 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or as reasonably believed by the Bank to be compelled by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of the Bank’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which the Bank is a party; (f) to any nationally recognized rating agency that requires access to information about the Bank investment portfolio in connection with ratings issued with respect to the Bank; (g) to any affiliate of the Bank or any other Person who may provide bank products to the Applicant; (h) to the Bank’s independent auditors and other professional advisors as to which such information has been identified as confidential, it being understood that any such person shall be advised of the confidential nature of such information and instructed to keep such information confidential; or (i) that ceases to be confidential through no fault of the Bank. Notwithstanding the foregoing, the Applicant consents to the publication by the Bank of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement, and the Bank reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. If any provision of any confidentiality agreement, non-disclosure agreement or other similar agreement between the Applicant and the Bank conflicts with or contradicts this Section 11.15 with respect to the treatment of confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties.
2.Countersignature; Counterparts. Please indicate your agreement and acceptance to the foregoing by signing below and returning this Side Letter to us. This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one document. This Side Letter may be authenticated by manual signature, facsimile or other electronic means, all of which shall be equally valid. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
3.Governing Law. THIS SIDE LETTER SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
4.Waiver of Jury Trial. EACH OF THE APPLICANT AND, BY EXECUTION OF THIS SIDE LETTER AND ISSUANCE OF ANY LETTER OF CREDIT, THE BANK HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SIDE LETTER OR ANY APPLICATION, INSTRUMENT, DOCUMENT, AMENDMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES FOLLOW.
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EXECUTION VERSION
The parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set forth above.
APPLICANT:
GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY
By:/s/ Patrick O’Brien
Patrick O’Brien, Director
Patrick O’Brien, Director
BANK:
CIBC BANK USA
By:/s/ Amanda Buzdum
Amanda Buzdum, Managing Director
Amanda Buzdum, Managing Director
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Addendum B to Master Letter of Credit Agreement
This Addendum B to Master Letter of Credit Agreement is made as April 1, 2026 by Greenlight Reinsurance Ireland, Designated Activity Company, a designated activity company incorporated under the laws of Ireland with company number 475022 (the “Applicant”) and CIBC Bank USA (the “Bank”). Reference is hereby made to that certain Master Letter of Credit Agreement dated as of even date herewith between the Applicant and the Bank (the “Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement.
As security for the payment and performance of Applicant’s Liabilities, the Applicant hereby pledges and grants to the Bank a lien on and security interest in account number [*******] maintained with the Bank (the “Account”), and all cash and other amounts on deposit or held therein from time to time, and all interest thereon, and all products and proceeds of the foregoing, including any and all commercial paper given in payment of amounts on deposit in the Account (collectively, the “Cash Collateral”). The Applicant understands and agrees that with respect to the Cash Collateral, the Bank shall have the rights of a secured party under the UCC in effect from time to time. While the Bank has this pledge of and security interest in the Account and the Cash Collateral, the Applicant shall not have the right to withdraw or otherwise direct the disbursement of any Cash Collateral including, without limitation, all cash and other amounts in the Account. In addition, the Applicant agrees that upon the Bank’s payment of any drawing under any Letter of Credit, the Bank may, without demand or notice to the Applicant, automatically charge the Account for the amount of any such drawing as reimbursement to the Bank for such drawing, together with the amount of other Liabilities related thereto. The Applicant understands that the Bank’s right to charge the Account to reimburse itself for drawings under the Letters of Credit shall not affect the Applicant’s obligation to reimburse the Bank for any and all such drawings.
The Bank shall maintain the Account as an interest bearing account bearing interest in an amount equal to the higher of (i) zero percent (0%) and (ii) the Effective Federal Funds Rate minus one half of one percent (0.50%). As used herein, the “Effective Federal Funds Rate” means for any day, a fluctuating interest rate equal for each day during such period to the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal Funds effective rate and (b) 0%, or, if such rate is not so published for any day which is a Business Day, the rate determined by the Bank in its reasonable discretion. Bank’s determination of such rate shall be binding and conclusive absent manifest error.
Upon the Applicant’s written request, any funds contained in the Account in excess of the amounts required by the Agreement shall be delivered by the Bank to the Applicant, but in no event later than three (3) Business Days following the Bank’s receipt of such written request.
Upon full payment and performance to the Bank of all Liabilities, and return of the Letters of Credit to the Bank for cancellation, (i) the security interest granted hereby will automatically terminate, (ii) all rights to the Collateral will revert to the Applicant, (iii) the Bank will return to the Applicant or to such other person as the Applicant may direct, the amount of Cash Collateral remaining in the Account, if any, and (iv) the Bank will execute and deliver to the Applicant all termination statements, releases and other documents (without recourse and without representation or warranty) which the Applicant may reasonably, in each case, request that are necessary to evidence such termination and authorize the filing of any such termination, release or other document executed and delivered by the Bank.
Except as supplemented hereby, the Agreement shall remain in full force and effect. Any reference to the Agreement shall be deemed to include this Addendum. This Addendum shall be
1758535781.4
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governed by and construed in accordance with the laws of the State of New York. The “bank’s jurisdiction”, as such term is used in Section 9-304 of the UCC, is and shall be the State of Illinois.
[The next page is the signature page.]
1758535781.4
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EXECUTION VERSION
In Witness Whereof, the Applicant has caused this Addendum to be executed by its duly authorized representatives as of the date first written above.
GIVEN under the common seal of GREENLIGHT REINSURANCE IRELAND, DESIGNATED ACTIVITY COMPANY and delivered as a deed | {COMMON SEAL} | |||||||
/s/ Patrick O’Brien Signature of director | ||||||||
Patrick O’Brien Print name | ||||||||
/s/ Eamon Brady Signature of secretary | ||||||||
Eamon Brady Print name | ||||||||
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Accepted and Agreed to as of the date first written above.
CIBC Bank USA
By:/s/ Amanda Buzdum
Amanda Buzdum, Managing Director
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EXHIBIT I TO MASTER LETTER OF CREDIT AGREEMENT
FORM OF COMMITMENT NOTICE
CIBC Bank USA
120 S. LaSalle St.
Chicago, Illinois 60603
Attention: Amanda Buzdum
Email: amanda.buzdum@cibc.com
________ __, 20__
Reference is made to the Master Letter of Credit Agreement, dated as of April 1, 2026 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “L/C Agreement”), between Greenlight Reinsurance Ireland, Designated Activity Company (the “Applicant”) and CIBC Bank USA (the “Bank”). Capitalized terms used herein without definition are used as defined in the L/C Agreement.
Applicant hereby gives you notice, pursuant to Section 2.5 of the L/C Agreement, that it requests a[n] [increase/decrease] to the Commitment in the amount of $[____]1, effective as of [____]2 (the “Commitment Adjustment”). Following the Commitment Adjustment, the revised Commitment will be $[____]. The undersigned hereby certifies (solely in his/her capacity as an officer of the Applicant and not in an individual capacity) that:
(a)after giving effect to the Commitment Adjustment, the sum of the Commitment plus the Greenlight Re Commitment shall equal $[___]3;
(b)no Event of Default shall have occurred and be continuing as of the effective date of such Commitment Adjustment; and
(c)after giving effect to any Commitment Adjustment, the Stated Amount of all Letters of Credit issued under this Agreement shall not exceed the revised Commitment.
GREENLIGHT REINSURANCE IRELAND, DAC, as Applicant
By:
Name:
Title:
Name:
Title:
Accepted and agreed as of [___]:
CIBC BANK USA
By:
Print Name:
Print Name:
Title:
1 To be an increment of $5,000,000.
2 To be at least five (5) Business Days after the date of this Commitment Notice and not more frequently than once per calendar month.
3 Not to exceed $300,000,000.
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EXHIBIT 31.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER OF
GREENLIGHT CAPITAL RE, LTD.
I, Gregory Richardson, certify that:
| 1. | I have reviewed this report report on Form 10-Q of Greenlight Capital Re, Ltd.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | May 5, 2026 | /s/ GREGORY RICHARDSON | ||||||
| Gregory Richardson Chief Executive Officer (principal executive officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER OF
GREENLIGHT CAPITAL RE, LTD.
I, Faramarz Romer, certify that:
| 1. | I have reviewed this report report on Form 10-Q of Greenlight Capital Re, Ltd.; | ||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; | ||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | ||||
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||||
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | May 5, 2026 | /s/ FARAMARZ ROMER | ||||||
| Faramarz Romer | ||||||||
| Chief Financial Officer | ||||||||
| (principal financial officer) | ||||||||
EXHIBIT 32.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER OF
GREENLIGHT CAPITAL RE, LTD.
This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the "Form 10-Q") for the period ended March 31, 2026 of Greenlight Capital Re, Ltd. (the "Issuer").
I, Gregory Richardson, the Principal Executive Officer of the Issuer, certify that to the best of my knowledge:
1. The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as amended; and
2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
| Dated: | May 5, 2026 | /s/ GREGORY RICHARDSON | ||||||
| Gregory Richardson Chief Executive Officer (principal executive officer) | ||||||||
EXHIBIT 32.2
CERTIFICATION OF
CHIEF FINANCIAL OFFICER OF
GREENLIGHT CAPITAL RE, LTD.
This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the report on Form 10-Q (the ‘‘Form 10-Q’’) for the period ended March 31, 2026 of Greenlight Capital Re, Ltd. (the ‘‘Issuer’’).
I, Faramarz Romer, the Principal Financial Officer of the Issuer, certify that to the best of my knowledge:
1. The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as amended; and
2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
| Dated: | May 5, 2026 | /s/ FARAMARZ ROMER | ||||||
| Faramarz Romer | ||||||||
| Chief Financial Officer | ||||||||
| (principal financial officer) | ||||||||